Comstock Inc
For the period ended Sep 30, 2024. Filed Oct 22, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 22, 2024
LODE$1.95+13.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-08.
0001437749-24-025555
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-22.
0001437749-24-031673
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 126 previous paragraphs and 139 current paragraphs.
43 unchanged; 61 reworded; 34 added; 19 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Our partnerships include licensing and development agreements with, for example, RenFuel and the Alliance for Sustainable Energy LLC (“Alliance”), the managing and operating contractor of the U.S. Department of Energy’s (“DOE”) and the National Renewable Energy Laboratory (“NREL”), involving technologies developed by NREL and the Massachusetts Institute of Technology (“MIT”) (and collectively, the NREL Technologies).
Current report
RenFuel’s license is for the expansive use of their technologies and for the continued development and commercialization of advanced applications of RenFuel’s and Comstock’s complimentary technologies and with an unaffiliated research and development company for purposes of conducting certain research and development work for increasing fuel yields, reducing carbon impact and lowering costs.
Current report
NREL’s license represents an exclusive worldwide right to use the NREL Technologies in the processing and conversion of woody biomass to renewable fuels, subject to limited geographic restrictions, in exchange for royalty and other fees linked to related sales.
Current report
The Company recently executed an indicative term sheet for $325 million (about $315 million net of transaction fees) in funding through SBC Commerce LLC (“SBCC”), a U.S. based, globally positioned, private equity group. The transaction is subject to final due diligence and applicable regulatory approvals, including $200 million into Comstock Fuels Corporation; $22 million into Comstock Metals; $50 million into Comstock Mining; and $50 million for the sales of the Company's real estate and water rights in Silver Springs, NV. This term sheet represents a combination of direct equity and/or debt financing and certain asset sales that secures timely and essential growth capital to advance, elevate and accelerate the commercialization of the Company’s fuels, metals and mining businesses.
Current report
The transaction package includes $275 million (about $267 million net of transaction fees) of direct investments into Comstock’s three main operating subsidiaries, including a $3 million direct equity investment into common shares of Comstock itself, as well as an agreement to sell the membership interests in the entities that own Comstock’s directly owned Nevada real estate and water rights for gross proceeds of $50 million ($47 million, net of transaction expenses).
Current report
On October 1, 2024, the Company executed an Exclusive License Agreement (“ELA”) and a Cooperative Research and Development Agreement (“CRADA”) with Alliance for Sustainable Energy LLC (“Alliance”), the managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”), involving technologies developed by NREL and the Massachusetts Institute of Technology (“MIT”) for conversion of lignocellulosic biomass into aromatic sustainable aviation fuel (“SAF”). The ELA provides the Company with the exclusive worldwide right to use the NREL technologies in the processing and conversion of seed plants to renewable fuels and renewable fuel feedstocks, subject to limited geographic restrictions, in exchange for royalty and other fees linked to sales of licensed products and sublicensing. The terms of the CRADA involve a three-year scope of work to jointly develop an integrated process based on the Company's existing process and the NREL technologies for the solvocatalytic refining of woody biomass into aromatic SAF and other renewable fuels. The Company will fund the research and contribute staff, equipment, and use of its pilot facility in Wisconsin and the joint work will be supported by NREL, MIT, and Washington State University.
Current report
On September 18, 2024, Comstock Fuels executed a term sheet with SACL Pte. Ltd. (“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia and New Zealand (the “Territory”). The term sheet is non-binding, but binding in respect of the essential economic terms until such time as the parties execute definitive agreements.
Current report
Comstock Fuels will grant SACL an exclusive marketing agreement for Comstock Fuels’ advanced lignocellulosic biomass refining processes in Australia and New Zealand, and a master non-exclusive license to certain intellectual property for the sole purpose of developing, financing, constructing, and the ongoing management of these renewable production facilities (each, a “Licensed Facility”).
Current report
Comstock Fuels and the owner of each Licensed Facility (“Producer”) will execute a separate non-exclusive, site-specific license agreement (“Site License Agreement”) for the development, financing, construction, and management of the corresponding Licensed Facility, and the direct use of the certain intellectual property of Comstock Fuels to produce and sell renewable fuels and related products.
Current report
Comstock Fuels will contribute the site-specific license to develop, finance, build, and manage the corresponding Licensed Facility in exchange for 20% of Producer’s fully diluted equity on a post-money basis after completion of construction financing for the corresponding Licensed Facility or scope expansion.
Current report
Comstock Fuels will provide each Producer with engineering support services in exchange for 3% of each applicable Producer’s total capital and construction costs, increasing to 6% at and above a capacity of 250,000 metric tons per year (“MTPY”), including an initial upfront payment of $2,500,000 payable upon execution of each applicable Site License Agreement.
Current report
Each applicable Producer will also agree to pay to Comstock Fuels an ongoing royalty fee equal to 3% of the total sales of licensed products by each Licensed Facility (“Royalty Fees”), increasing to 6% at and above a capacity of 250,000 MTPY. Royalty Fees shall be paid monthly.
Current report
Closing on $200 million of direct equity and/or debt financing into Comstock Fuels for the development and deployment of our first demonstration scale commercial facility, plus the execution of additional commercial agreements, including joint development agreements, offtake agreements, feedstock agreements, and additional licensing agreements represents our 2024 and ongoing objectives.
Current report
Closing on $22 million of direct equity and/or debt financing into Comstock Metals, submitting all prerequisite permits, finalizing the industry-scale engineering, ordering all of the industry-scale equipment for our first industry-scale facility, and accelerating site selection for our second and third facilities, are the key 2024 Metals objectives.
Current report
During 2023, GenMat developed its proprietary Hyperspectral Remote Sensing Imaging (“HRSI”) satellite, the GENMAT-1, and deployed it into Low Earth Orbit (LEO). Hyperspectral imaging collects and processes information from across the electromagnetic spectrum using contiguous bands and is useful for mineral exploration, oil and gas exploration, agriculture, and forest management. GenMat has also developed and operationalized the GenMat MCS, its proprietary mission control software. The purpose of the GENMAT-1 and MCS is for researching and developing mineral exploration capabilities using their proprietary physics-based artificial intelligence (AI) known as ZENO.
Current report
On October 1, 2024, the Company entered into a binding letter agreement (the “Letter Agreement” with Deep Interstellar Research LLC (“DIR”) and GenMat to (i) separate GenMat’s materials development activities (“Materials Science Business”) and space development activities (“Space Business”); (ii) assign all assets, operations, and liabilities relating to the Materials Business to GenMat; (iii) assign all assets, operations, and liabilities relating to the Space Business to GenMat Development LLC; (iv) exchange 100% of GenMat’s equity in GenMat Development LLC for 100% of DIR’s equity in GenMat; and (v) devise and implement a mutually agreeable transition plan to assist GenMat in developing independent operations for the Material Science Business without the need for support from assets, personnel, and vendors that are utilized by the Space Business. In connection with the foregoing transactions, GenMat will additionally pay $1,000,000 to the founder of GenMat in exchange for assignment of all rights to related intellectual properties, plus a contingent earn-out payment equal to 3% upon the cash realization from GenMat of a valuation in excess of $100,000,000.
Current report
Upon completion of the transactions described above, GenMat will become a 100% owned subsidiary of the Company.
Current report
Depreciation and amortization for the three-months ended September 30, 2024 decreased by $114,323 to $562,456 from $676,779 in the comparable 2023 period. The decrease is primarily related to lower amortization for impaired intangible assets in 2024.
Current report
Impairment of intangible assets and properties, plant and equipment assets for the three-months ended September 30, 2024 of $8,667,869 and $324,047, respectively, was attributed to the impairment of intangible assets and equipment in 2024 (see Note 4,Properties, Plant and Equipment, Net and Mineral Rights and Note 5,Intangible Assets).
Current report
Gain on investments for the three-months ended September 30, 2024 decreased by $14,074,875 to $0 from $14,074,875 in the comparable 2023 period. The decrease is primarily related to the 2023 realized gain of $597,248 on the sale of 1,500 shares of our Green Li-ion investment and the adjusted fair value unrealized gain of $14,577,627 recorded on the remaining 35,662 Green Li-ion preferred shares at $530.34 per share; offset by $1,100,000 in loss on the ABTC investment as we sold 9,076,923 ABTC shares for the three-months ended September 30, 2023, with no comparable amount in 2024.
Current report
Loss on debt extinguishment of $222,634 resulted from the Company using cash to redeem $500,000 of principal on the 2023 Kips Bay Note at a 10% redemption premium totaling $50,000 and loss on debt extinguishment of $172,634.
Current report
Other income (expense), net for the three-months ended September 30, 2024 were $327,085, primarily consisting of unrealized gain on fair value change of GenMat advances of $776,656, partially offset by losses from our equity method investments of $449,883 substantially all of which were from GenMat.
Current report
Other income (expense), net for the three-months ended September 30, 2023 were $681,678, primarily consisting of losses from our equity method investments of $531,535 substantially all of which were from GenMat.
Current report
Nine-Months Ended**September 30, 2024 Compared to Nine-Months Ended September 30, 2023
Current report
Nine-Months Ended**September 30, 2024 Compared to Nine-Months Ended September 30, 2023
Current report
Depreciation and amortization during the nine-months ended September 30, 2024 decreased by $137,550 to $1,875,151 from $2,012,701 in the comparable 2023 period. The decrease is primarily related to lower amortization for impaired intangible assets in 2024.
Current report
Impairment of intangible assets and properties, plant and equipment assets for the three-months ended September 30, 2024 of $8,667,869 and $324,047, respectively, was attributed to the impairment of intangible assets and equipment in 2024 (see Note 4,Properties, Plant and Equipment, Net and Mineral Rights and Note 5,Intangible Assets).
Current report
Gain on investments for the nine-months ended September 30, 2024 decreased by $13,309,875 to $0 from $13,309,875 in the comparable 2023 period. The decrease is primarily related to the 2023 realized gain of $597,248 on the sale of 1,500 shares of our Green Li-ion investment and the adjusted fair value unrealized gain of $14,577,627 recorded on the remaining 35,662 Green Li-ion preferred shares at $530.34 per share; offset by $1,865,000 in loss on the ABTC investment as we sold 9,076,923 ABTC shares for the nine-months ended September 30, 2023, with no comparable amount in 2024.
Current report
Other income (expense), net, for the nine-months ended September 30, 2023 were $1,234,940, primarily consisting of losses from our equity method investments of $1,337,801 substantially all of which were from GenMat.
Current report
Comstock Fuel’s objectives for the fourth quarter of 2024 include:
Current report
Comstock Metal’s objectives for the fourth quarter of 2024 include:
Current report
The Company’s objectives for the fourth quarter of 2024 include:
Current report
The Company is integrating GenMat’s capabilities into its own advanced innovation capacity and plans elevating new material simulation to TRL 6 by simulating, synthesizing and directly testing the AI’s ability to predict material properties to confirm the precision and accuracy of those simulations, for both Comstock and third-party material developments and breakthroughs.
Current report
On September 19, 2024, the Company entered into a securities purchase agreement (“2024 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2024 Kips Bay Note”) with Kips Bay Select, LP ("Kips Bay") with a principal amount of $5,319,149, of which $319,149 was an original issue discount. The full principal is due on January 19, 2026. Interest is payable monthly at a rate of 6% annually. On September 19, 2024, Kips Bay funded an initial tranche of $3,500,000, which shall result in an aggregate principal amount of $3,723,404 ($3,500,000 in cash plus original issue discount of $223,404). On October 30, 2024, the Company may elect to request an additional funding of $1,500,000, which shall result in a principal amount for such second tranche of $1,595,745 ($1,500,000 in cash plus $95,745 of original issue discount). The Company can redeem the 2024 Kips Bay Note for cash 30-days following closing at 120% of the face value, plus accrued interest.
Removed paragraphs (19)
Previous report
Execution of additional commercial agreements, including but not limited to, joint development agreements, offtake agreements, feedstock agreements, licensing agreements and direct investments supporting the deployment and enablement of our solutions in the form of our first demonstration scale commercial facility, primarily with operationally experienced and technologically sophisticated customers, represents an ongoing objective and the primary focus for 2024. The joint development agreements represent up to five phases of development and represent material upfront engineering and professional service fees, ultimately enabling licenses and royalties that could create more than 20 years of recurring revenues from the production of lignocellulosic biointermediaries and fuels.
Previous report
We also recently announced the execution of agreements with RenFuel to acquire a development stage biorefinery project to refine byproducts of paper production into biointermediates for refining into renewable fuels and fund up to $3,000,000 over the next three years in RenFuel for the continued development and commercialization of advanced applications of RenFuel’s and Comstock’s complimentary renewable fuels technologies.
Previous report
During 2023, GenMat began elevating material simulation capabilities to commercial readiness by synthesizing and directly testing new AI simulated materials in high value applications and potentially engage early adopter enterprise clients for this use. GenMat also initiated new mineral exploration capabilities with the successful launch of GENMAT-1, GenMat’s own Hyperspectral Remote Sensing Imaging (“HRSI”) system for optimizing future mineral exploration using their proprietary physics-based artificial intelligence (AI) and newly developing hyperspectral sensing technology. GenMat and Comstock Mining are collaborating to develop and test GenMat’s technologies by combining Comstock’s existing geologic data with newly collected information across a broader electromagnetic spectrum from the new GENMAT-1 HRSI system and importantly, applying probabilistic algorithms powered with GenMat’s physics-based AI.
Previous report
Depreciation and amortization for the three-months ended June 30, 2024 was $656,717 and comparable to 2023 amount of $704,881.
Previous report
Other income (expenses), net for the three-months ended June 30, 2023 were $855,151, primarily consisting of losses from our equity method investments of $341,099 primarily from GenMat of $345,586, and losses from our investment in ABTC common shares of $765,000.
Previous report
Six-Months Ended**June 30, 2024 Compared to Six-Months Ended June 30, 2023
Previous report
Six-Months Ended**June 30, 2024 Compared to Six-Months Ended June 30, 2023
Previous report
Depreciation and amortization during the six-months ended June 30, 2024 was $1,312,695 and comparable to 2023 amount of $1,335,922.
Previous report
Other income (expenses), net, for the six-months ended June 30, 2024 were $1,069,014, primarily consisting of losses from our equity method investments of $1,225,185 primarily from GenMat of $1,173,139, partially offset by other income recognized on SSOF deposits of $400,000.
Previous report
Other income (expenses), net, for the six-months ended June 30, 2023 were $1,318,262, primarily consisting of losses from our equity method investments of $806,265 primarily from GenMat of $789,209 and loss from our investment in ABTC common shares of $765,000.
Previous report
GenMat’s objectives for the second half of 2024 include:
Previous report
GenMat has recently announced revenue generating agreements as GenMat's technologies, including its space-based satellite systems, are maturing much faster than anticipated, with multiple commercial agreements now likely in 2024.
Previous report
On July 24, 2024, pursuant to the Leviston Convertible Note, the Company issued 5,974,124 registered shares to convert $717,500 of the Convertible Note plus $2,382 of accrued interest at conversion price of $0.12 leaving the remaining principal balance of the Convertible Note at $2,000,000.
Previous report
From July 1, through July 19, 2024, pursuant to the Kips Bay Note, the Company issued 2,967,160 shares to Kips Bay at a conversion price of $400,000 at an average conversion price of $0.135. The Company also issued an additional 786,521 shares to Kips Bay in compliance with a most favored nation (“MFN”) clause associated with past conversions.
Previous report
On November 12, 2023, the Company entered into a short-term promissory note (the “Alvin Fund 2023 Note”) with Alvin Fund with a principal amount of $2.1 million which includes $100,000 OID. The full principal was due on February 12, 2025. Interest was payable monthly at a rate of 8% annually. On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2023 Note to extend the maturity from February 12, 2025 to April 15, 2026 and increase the interest rate from 8% to 12% per annum (see Note 8,Debt Obligations). Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2023 Note is secured by the Company's non-mining assets.
Previous report
On February 13, 2023, the Company entered into an equity purchase agreement (“2023 Leviston Sales Agreement”) with Leviston Resources LLC (“Leviston”) to offer and sell registered shares of common stock at an aggregate offering price of up to $5.0 million. As of December 31, 2023, the Company issued 10,892,604 registered shares of common stock to Leviston pursuant to the Company's S-3 filed with the U.S. Securities and Exchange Commission, for an aggregate sales price of $5.0 million at an average price per share of $0.46, and additional 552,486 common shares at a fair value of $200,000 in commitment fees. As of June 30, 2024, the 2023 Leviston Sales Agreement had no remaining capacity and no sales under this agreement were made in 2024.
Previous report
On December 16, 2022, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (the “Ionic Note”) with Ionic with a principal amount of $3,150,000, of which $2,975,000 was funded and $175,000 was an OID. In 2023, the Company delivered 9,636,924 shares of common stock with a fair value of $4,622,502 at an average conversion price per share of $0.48 upon the conversion. In 2023 the Ionic Note was fully converted with no remaining obligation.
Previous report
On October 25, 2022, the Company entered into a short-term promissory note (the “Alvin Fund 2022 Note”) with Alvin Fund LLC (“Alvin Fund”) with a principal amount of $2,000,000. In consideration for entering into the Alvin Fund 2022 Note, the Company issued to Alvin Fund common shares of the Company at a fair value of $250,000, which was recognized as a discount on the Alvin Fund 2022 Note. The maturity date pursuant to the Alvin Fund 2022 Note was originally October 25, 2023. On September 30, 2023, the Company and Alvin Fund amended the Alvin Fund 2022 Note to extend the maturity date to January 31, 2026, at an interest rate of 16%. Interest was payable monthly at a rate of 9% annually. On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2022 Note to extend the maturity from January 31, 2026 to April 15, 2026 (see Note 8,Debt Obligations). Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2022 Note is secured by all the property commonly referred to as the Dayton properties.
Previous report
On December 15, 2021, the Company entered into a long-term promissory note (the “GHF 2021 Note”) with GHF, Inc. (“GHF”), with a principal amount of $5,000,000, of which $4,550,000 was funded and $450,000 was an original issue discount (“OID”). The full principal was due on December 15, 2024. Interest was payable monthly at a rate of 6% annually. On April 22, 2024, the Company and GHF amended the GHF 2021 Note to extend the maturity from December 15, 2024 to April 15, 2026 and increase the interest rate from 6% to 12% per annum (see Note 8,Debt Obligations). Prepayment is allowed in full or in part at any time without premium or penalty. The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, excluding the Lucerne and Dayton properties. The Company is required to prepay the GHF 2021 Note with any net cash proceeds received in the sale of any collateral.
Reworded paragraphs (61)
Previous wording
Comstock innovates and commercializes technologies that enable systemic decarbonization, primarily by enabling the extraction and conversion of under-utilized natural resources into renewable energy products that integrate into existing global supply chains to extract and convert under-utilized natural resources into renewable energy and related products that reduce reliance on fossil fuels and contribute to net zero mobility.
Current wording
Comstock innovates and commercializes technologies that enable systemic decarbonization, primarily by enabling the extraction and conversion of under-utilized natural resources into renewable energy and related products that integrate into existing global supply chains, facilitate the clean energy transition that reduce reliance on fossil fuels and contribute to net zero mobility.
Previous wording
Our goal is toAccelerate the Commercialization of Hard Technologies for the Energy Transitionprimarily in renewable fuels, electrification metals, and artificial intelligence enabled mineral and materials development. Our strategic plan is based on innovating, enabling and commercializing material science solutions that use our technologies to reduce reliance on long cycle fossil fuels, to shift to short cycle fuels, and to lead and support the adoption and growth of a profitable, balanced short cycle ecosystem that continuously offsets, recycles, and/or neutralizes carbon emissions. We are pushing the boundaries in technology development and sustainability by leveraging our teams’ unique skills, our diverse technology portfolio, and our frontier research networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies, and communities.
Current wording
Our goal is toAccelerate the Commercialization of Hard Technologies for the Energy Transitionprimarily in renewable fuels, electrification metals, and artificial intelligence enabled mineral and materials development. Our strategic plan is based on accelerating the rate that our system innovates, enables and commercializes material science solutions that use our technologies to reduce reliance on long cycle fossil fuels, shift to short cycle fuels, and lead and support the adoption and growth of a profitable, balanced short cycle ecosystem that continuously offsets, recycles, and/or neutralizes carbon emissions. We are pushing the boundaries in technology development and sustainability by leveraging our systems unique design, our teams’ unique skills, our diverse technology portfolio, and our frontier research networks toward achieving breakthrough innovations that deliver meaningful positive impact across communities.
Previous wording
Our approach integrates frontier scientific discovery with our systemic management practices intoOne System aligned and capable to meet the demand for commercial-ready energy transition solutions. Our operations primarily involve the innovation, development, and commercialization of our intellectual properties and related assets, with integrated teams focused on each core function in dedicated lines of business organized to address high impact decarbonization targets. We innovate and develop technologies to achieve significant growth on industry-wide scales by creating financial and other incentives for rapid integration into and across entire industries. Our commercialization plans are designed to facilitate that result, such as by selling process solutions, engineering services and technology licenses that enable clients to use their capital, infrastructure, and other resources to maximize the rate and scale of adoption, thereby simultaneously maximizing the rate we build shareholder wealth.
Current wording
Our approach integrates frontier scientific discovery with our systemic management practices intoOne System aligned and capable to meet the demand for commercial-ready energy transition solutions. Our operations primarily involve the innovation, development, and commercialization of our intellectual properties and related assets, with integrated teams focused on each core function in dedicated lines of business organized to address high impact decarbonization targets. We innovate and develop technologies to achieve significant growth on industry-wide scales by creating financial and other incentives for rapid integration into and across entire industries. Our commercialization plans are designed to facilitate that result, such as by selling process solutions, engineering services and technology licenses that enable clients to use their capital, infrastructure, and other resources to maximize the rate and scale of commercial adoption.
Previous wording
We are currently commercializing pioneering intellectual properties for refining lignocellulosic (woody) biomass into renewable replacements for fossil crude at remarkably high yields, recycling increasingly scarce electrification metals from end-of-life photovoltaics and other electronic devices, and advanced physics based artificial intelligence for precision mining and materials discovery. We make, own and manage investments in related assets to support our businesses, including multiple, existing minority equity positions in strategic technology developers, a renewable fuels demonstration facility in Wisconsin, a metals recycling demonstration facility in Nevada, and direct investments in northern Nevada real estate comprised of strategic water rights and about twelve square miles of mining claims and surface parcels with measured and indicated mineral resources containing 605,000 ounces of gold and 5,880,000 ounces of silver, and inferred mineral resources containing an additional 297,000 ounces of gold and 2,572,000 ounces of silver. We also announced the execution of agreements with RenFuel to acquire a development stage biorefinery project to refine byproducts of paper production into biointermediates for refining into renewable fuels, and to make an up to $3,000,000 strategic investment over the next three years for the continued development and commercialization of advanced applications of RenFuel’s and Comstock’s complimentary technologies.
Current wording
We are currently commercializing pioneering intellectual properties for refining lignocellulosic (woody) biomass into renewable replacements for fossil crude at remarkably high yields, recycling increasingly scarce electrification metals from end-of-life photovoltaics and other electronic devices, and advanced physics based artificial intelligence for precision mining and materials discovery. We make, own and manage investments in related assets to support our businesses, including multiple, existing minority equity positions and partnerships in strategic technology developers, a renewable fuels demonstration facility in Wisconsin, a metals recycling demonstration facility in Nevada, and direct investments in northern Nevada real estate comprised of industrial and commercial properties, strategic water rights and about twelve square miles of mining claims and related surface parcels with measured and indicated mineral resources containing 605,000 ounces of gold and 5,880,000 ounces of silver, and inferred mineral resources containing an additional 297,000 ounces of gold and 2,572,000 ounces of silver.
Previous wording
While innovation and development are ongoing and we expect additional advancements, our existing commercially available technologies have proven the potential to produce more than 100 gallons per dry tonne of woody biomass as measured on a Gasoline Gallon Equivalent Basis (“GGE”) basis, with Carbon Intensity (“CI”) scores of 15 or less for Cellulosic Ethanol and our proprietary hydro-deoxygenated Bioleum oil (“HBO”). HBO is used by biofuel refineries to blend with, diversify, and extend conventional hydroprocessed FOG feedstocks to enhance production of renewable fuels.
Current wording
While innovation and development are ongoing and we expect additional advancements, our existing commercially available technologies have proven the potential to produce up to 125 gallons per dry tonne of woody biomass as measured on a Gasoline Gallon Equivalent Basis (“GGE”) basis, with Carbon Intensity (“CI”) scores of 15 or less for Cellulosic Ethanol and our proprietary hydro-deoxygenated Bioleum oil (“HBO”). HBO is used by biofuel refineries to blend with and extend conventional hydroprocessed FOG feedstocks to enhance production of renewable fuels. Complimentary technologies have been secured that can add up to 15 more GGEs.
Previous wording
We are evaluating our first demonstration scale commercial facility and several, related joint development solutions and systems based on our technologies, as well as feedstock and offtake agreements, licenses, engineering services, and direct investments into Comstock Fuels Corporation, primarily from technologically sophisticated and well capitalized partners.
Current wording
We are also evaluating our own first demonstration scale commercial facility and several, related joint development solutions and systems based on our technologies, as well as feedstock and offtake agreements, licenses, engineering services, and direct investments of up to $200 million into Comstock Fuels Corporation, for deploying that first demonstration scale commercial facility, primarily from clean energy facilitating, technologically sophisticated and well capitalized partners.
Previous wording
Our Metals Segment recently secured its first industry-scale facility lease, the related county permit for storage, and sufficient supplier commitments and all of the necessary permits for operating its previously commissioned demonstration scale commercial photovoltaic recycling facility and commenced receiving revenue in the form of tipping fees during the second quarter of 2024, and to a lesser extent, will begin receiving recycled metal sales from processed end-of-life photovoltaic materials in later 2024.
Current wording
Our Metals Segment recently secured its first industry-scale facility lease, the related county permit for storage, and increasingly significant supplier commitments and all of the necessary permits for operating its previously commissioned demonstration scale commercial photovoltaic recycling facility and commenced receiving revenue in the form of tipping fees during the 2024 second quarter, and revenue from recycled metal and residual material sales from processed end-of-life PV materials during the 2024 third quarter.
Previous wording
During the first half of 2024, we expanded our metals recycling team, commissioned our first production site, secured all permitting for our first demonstration scale commercial facility, and secured long term supply agreements from our first customers and commenced production commissioning activities while we continued expanding existing revenue generating supply commitments. We have also completed the site selection and secured for our first “industry-scale” production facility and commenced the design and the permitting thereto, having already received our first county-level permit for industry-scale storage and processing. Submitting all prerequisite permits, finalizing the industry-scale engineering and ordering all of the industry-scale equipment are the key 2024 Metals objectives.
Current wording
During the nine months of 2024, we expanded our metals recycling team, commissioned our first production site, secured all permitting for our first demonstration scale commercial facility, secured long term supply agreements from our first customers, commenced production commissioning activities and recorded revenue from both tipping fees and recycled metal sales, while we continued expanding existing revenue generating supply commitments that included additional decommissioning services for certain customers. We have also completed the site selection and secured our first “industry-scale” production facility and commenced the design and the permitting thereto, having already received our first county-level permit for industry-scale storage and processing.
Previous wording
Our Mining Segment is generating income in the form of leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing and various other local subsidiaries that collectively own or control twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).
Current wording
Our Mining Segment generated income in the form of leases, licenses, and related fees during the first nine months of 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing and various other local subsidiaries that collectively own or control twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).
Previous wording
Completing the preliminary economic assessment for the Dayton resource and progressing toward full economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans are key objectives for 2024.
Current wording
Closing on $50 million of direct equity and/or debt financing into the Mining segment for the full development of the Dayton mine, closing on the sale of the equity interest of the entity that holds certain claims in Storey County, other than the Lucerne resource and processing assets, advancing the preliminary economic assessment for the Dayton resource and progressing toward full economic feasibility for the southern part of the district and the development of preliminary Dayton mine and reclamation plans are key 2024 objectives.
Previous wording
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals and Mining Segments, that are held for the purpose of complimenting or enhancing our mission of enabling systemic decarbonization and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity investments in GenMat (physics-based artificial intelligence), Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), Sierra Springs Opportunity Fund (strategic direct investment in northern Nevada real estate), and other equity or equity-linked investments.
Current wording
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals and Mining Segments, that are held for the purpose of complimenting or enhancing our mission of enabling systemic decarbonization and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in GenMat (physics-based artificial intelligence), Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production) and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments.
Previous wording
Investment in GenMat – We invested our minority interest of GenMat as an enhancement and an integral component of our innovation strategy. GenMat has developed and launched a new generative AI that we believe is capable of simulating critical properties of known materials with high accuracy. GenMat also plans on using its AI to simulate new material characteristics for new and existing applications. We believe these generative AI models can be employed today, on GenMat’s existing high-performance computing platform, well before quantum computers become mainstream.
Current wording
Investment in GenMat – Our investments in GenMat represent an integral component of our innovation strategy. GenMat has developed and launched a material science based AI that we believe can simulate critical properties of known materials with high accuracy. GenMat also plans on using its AI to simulate new material characteristics for new and existing applications. We believe these material science based AI models can be employed today, on GenMat’s existing high-performance computing platform, for immediately productive uses.
Previous wording
Investment in Green Li-ion – Our wholly owned LINICO subsidiary has owned 37,162 preferred shares of Green Li-ion since 2021. On September 12, 2023, LINICO received gross proceeds of $795,510 from the sale of 1,500 Green Li-ion preferred shares (representing approximately 4% of the 37,162 of the shares then owned by LINICO). In 2023, the Company adjusted our investment's carrying value to fair value by increasing that value by $14,577,627 for the remaining 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares during late 2024, or early 2025.
Current wording
Investment in Green Li-ion – Our wholly owned LINICO subsidiary has owned 37,162 preferred shares of Green Li-ion since 2021. On September 12, 2023, LINICO received gross proceeds of $795,510 from the sale of 1,500 Green Li-ion preferred shares (representing approximately 4% of the 37,162 of the shares then owned by LINICO). In 2023, the Company adjusted our investment's carrying value to fair value by increasing that value by $14,577,627 for the remaining 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares during 2025.
Previous wording
Investment in SSOF– During 2019, the Company invested $335,000 for 6,700,000 shares. From 2020 through November of 2023, the Company advanced $6,985,000 to SSOF and its subsidiary, for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases. On December 29, 2023, the Company and SSOF agreed to convert the full amount of the outstanding advances for an additional 3,880,556 common shares of SSOF stock (at a dollar value of $1.80 per share) that also resulted in an unrealized gain recognized of $11,725,000 on the original 6,700,000 shares. In the first half of 2024, the Company invested $530,000 in SSOF at $1.80 per share increasing our equity ownership to 17.50%.
Current wording
Investment in SSOF– During 2019, the Company invested $335,000 for 6,700,000 shares. From 2020 through November of 2023, the Company advanced $6,985,000 to SSOF and its subsidiary, for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases. On December 29, 2023, the Company and SSOF agreed to convert the full amount of the outstanding advances for an additional 3,880,556 common shares of SSOF stock (at a dollar value of $1.80 per share) that also resulted in an unrealized gain recognized of $11,725,000 on the original 6,700,000 shares. For the nine months ended 2024, the Company invested an additional $530,000 in SSOF at $1.80 per share increasing our equity ownership to 17.38%.
Previous wording
SSOF is a qualified opportunity zone fund, that owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or controls approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where companies like Tesla, Switch, Google, Microsoft, and Redwood Materials, and over one hundred more companies are currently located, expanding or locating in this industrializing region.
Current wording
SSOF is a qualified opportunity zone fund, that owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or controls approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high tech companies like Tesla, Switch, Google, Microsoft, Tract and Redwood Materials, and over one hundred other companies are currently located, expanding or locating in this industrializing region.
Previous wording
*Other Investment -*On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40% of Developer's fully-diluted issued and outstanding capital stock, for $1,500,000. Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement will be paid on the following schedule:
Current wording
Other Investment– On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40% of Developer's fully-diluted issued and outstanding capital stock, for $1,500,000. Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement is scheduled to be paid on the following schedule:
Previous wording
Since the payments are not interest bearing, the Company calculated the implied interest of $214,039 on the future cash payments using an interest rate of 9.76% which was recorded as a discount on initial investment of $1.5 million and will be recognized over the payment term. The Company recorded a corresponding payable for future cash payments to account for the 40% ownership interest in the Developer. At June 30, 2024, the future remaining payments, net implied interest, totaled $1,150,424 (see Note 6,Accrued Expenses and Other Liabilities). For the three and six-months ended June 30, 2024, the Company recorded $48,400 in equity loss from affiliates for our investment in the Developer. During the three and six-months ended June 30, 2024, Comstock paid $60,000 and $180,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
Current wording
Since the payments are not interest bearing, the Company calculated the implied interest of $214,039 on the future cash payments using an interest rate of 9.76% which was recorded as a discount on initial investment of $1.5 million and will be recognized over the payment term. The Company recorded a corresponding payable for future cash payments to account for the 40% ownership interest in the Developer. At September 30, 2024, the future remaining payments, net implied interest, totaled $1,122,424 (see Note 6,Accrued Expenses and Other Liabilities). For the three and nine-months ended September 30, 2024, the Company recorded $25,964 and $74,364, respectively, in equity loss from affiliates for our investment in the Developer. During the three and nine-months ended September 30, 2024, Comstock paid $60,000 and $240,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
Previous wording
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continuously increased during 2024, and accordingly has classified these assets as held for sale in the condensed consolidated balance sheet.
Current wording
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continuously increased during 2024, and accordingly classified these assets as held for sale in the condensed consolidated balance sheet.
Previous wording
Net loss for the three-months ended June 30, 2024 increased by $3,147,683 to $8,652,272 from a loss of $5,504,589 for the comparable 2023 period. The increase in net loss primarily resulted from a change in estimated fair value of the derivative assets of $1,642,113 with a $77,496 loss recorded in 2024 as compared to a $1,564,617 gain in 2023, change in loss on conversion of debt of $1,311,344, loss on debt extinguishment of $521,622, higher research and development expenses of $785,163, and higher interest expense of $406,279. The increase is partially offset by lower selling, general and administration expenses of $706,030, lower other expense by $361,082 primarily due to other income from SSOF deposits, and higher revenues of $399,499.
Current wording
Net loss for the three-months ended September 30, 2024 increased by $28,735,747 to $14,994,583 from net income of $13,741,164 for the comparable 2023 period. The increase in net loss primarily resulted due to gain on investments in 2023 of $14,074,875 with no similar investment sales in 2024, higher impairment of intangible assets and properties plant and equipment of $8,667,869 and $324,047, respectively, lower gain on sale of Facility in 2023 of $7,126,377 with no similar gain in 2024, change in loss on conversion of debt of $2,508,206, higher interest expense of $376,181, loss on debt extinguishment of $222,634, and lower revenues of $204,338. The increase is partially offset by change in estimated fair value of the derivative assets of $3,719,546 with a $1,350,370 gain recorded in 2024 as compared to a $2,369,176 loss in 2023, lower other income (expense) by $1,008,763, and lower depreciation and amortization expense of $114,323.
Previous wording
Revenues and gross profit for the six-months ended June 30, 2024, increased $794,700 to $860,775 from $66,075 for the comparable 2023 period, primarily due to higher revenues from the Mackay mineral lease of $781,251 and initial revenues from Comstock Metals of $7,599.
Current wording
Revenues for the three-months ended September 30, 2024 decreased by $204,338 to $556,383 from $760,721 for the comparable 2023 period, primarily due to lower revenues from the ABTC lease of $237,473 and lower revenues from the Mackay mineral lease of $100,000, partially offset by revenues from Comstock Metals of $128,558.
Previous wording
Revenue, costs of sales and gross profit in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Current wording
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Previous wording
Selling, general and administrative expense for the three-months ended June 30, 2024 decreased by $706,030 to $2,792,822 from $3,498,852 in the comparable 2023 period, primarily as a result of lower employee costs of $506,683 attributed to lower executive incentive compensation and lower marketing expense of $296,722; partially offset by higher consulting expense of $176,837.
Current wording
Selling, general and administrative expense for the three-months ended September 30, 2024 increased by $36,293 to $3,176,373 from $3,140,080 in the comparable 2023 period, primarily as a result of higher consulting expense of $259,878, higher share-based compensation of $214,778, and higher rent expense of $181,931; partially offset by lower employee costs of $325,478 attributed to lower incentive compensation and lower bad debt expense of $240,000 attributed to the 2023 impairment of a Fenix deposit.
Previous wording
Research and development expenses for the six-months ended June 30, 2024 increased by $408,797 to $3,440,480 from $3,031,683 in the comparable 2023 period. The increase is primarily related to higher rent expense of $1,414,289 attributed to the AST research and development rent of $1,208,180 paid in April 2024 (see Note 7,Leases); offset partially by lower employee costs of $1,067,895 for salaries and executive incentive compensation.
Current wording
Research and development expenses for the three-months ended September 30, 2024 increased by $45,507 to $1,440,367 from $1,394,860 in the comparable 2023 period. The increase is primarily related to higher costs for processing crushing and separating electrification products of $309,427; offset partially by lower employee costs of $215,965 for salaries and incentive compensation.
Previous wording
In 2023, we recognized a gain on the sale of the Facility of $178,193, with no comparable amount in 2024.
Current wording
In 2023, we recognized a gain on the sale of the Facility of $7,126,377, with no comparable amount in 2024.
Previous wording
Interest expense for the six-months ended June 30, 2024, increased by $609,763 to $1,601,102 from $991,339 for the comparable 2023 period, primarily due to interest and related amortization of the original issue discount (“OID”) on the Kips Bay Note and 2023 Alvin Fund Note originating in the fourth quarter of 2023.
Current wording
Interest expense for the three-months ended September 30, 2024 increased by $376,181 to $696,996 from $320,815 in the comparable 2023 period, primarily due to higher interest and higher amortization of the original issue discount (“OID”) on the 2023 Kips Bay Note and 2023 Alvin Fund Note originating in the fourth quarter of 2023 and the 2024 Leviston Note and 2024 Kips Bay Note originating in the third quarter of 2024.
Previous wording
Interest income for the six-months ended June 30, 2024, increased by $32,698 to $139,573 from $106,875 in the comparable 2023 period, primarily due to higher interest income related to our cash sweep account.
Current wording
Interest income for the three-months ended September 30, 2024 increased by $7,948 to $81,015 from $73,067 in the comparable 2023 period, primarily due to higher interest income related to our cash sweep account.
Previous wording
Change in the fair value of our derivative instruments for the three-months ended June 30, 2024 decreased by $1,642,113 to a loss of $77,496 from a gain of $1,564,617 in the comparable 2023 period, as a result of a decrease in the Company's share price in connection with potential make-whole obligations for minimum value commitments on the Company's common shares. The 2024 loss was attributed to losses of $359,104 for the LINICO investment, $209,872 for the GenMat investment and $48,000 for the Haywood investment, partially offset by a gain of $539,480 on the derivative liability for Kips Bay Note. The gain from the three-months ended June 30, 2023 was attributed to $1,365,000 for the LINICO investment, $1,030,871 for the GenMat investment and $585,000 for the Haywood investment, partially offset by a loss $1,416,254 on the derivative liability for Ionic Note.
Current wording
Change in the fair value of our derivative instruments for the three-months ended September 30, 2024 increased by $3,719,546 to a gain of $1,350,370 from a loss of $2,369,176 in the comparable 2023 period, as a result of an increase in the Company's share price in connection with potential make-whole obligations for minimum value commitments on the Company's common shares. The 2024 gain was attributed to gain of $8,575 for the LINICO investment, gain of $927,000 for the Haywood investment, gain of $404,794 on the derivative liability for 2023 Kips Bay Note and gain of $130,000 for the 2024 Leviston Note; partially offset by a loss of $120,000 for the 2024 Kips Bay Note. The loss from the three-months ended September 30, 2023 was attributed to $1,120,000 for the LINICO investment, $845,843 for the GenMat investment and $480,000 for the Haywood investment, partially offset by a gain of $76,667 on the derivative liability for Ionic Note.
Previous wording
Loss of $1,278,544 on the conversion of debt to equity for the three-months ended June 30, 2024 is attributed to the Kips Bay Note debt conversions associated with 12,244,556 of the Company's common shares used for the conversion of the debt during the three-months ended June 30, 2024. Gain of $32,800 on the conversion of debt to equity for the three-months ended June 30, 2023 was attributed to the Ionic Note debt conversions associated with 1,951,248 of the Company's common shares used for the conversion during the three-months ended June 30, 2023.
Current wording
Loss of $2,218,694 on the conversion of debt to equity for the three-months ended September 30, 2024 is attributed to the 2023 Kips Bay Note and 2024 Leviston Note debt conversions associated with 7,891,480 and 24,680,175, respectively, of the Company's common shares issued for the conversion of the debt during the three-months ended September 30, 2024. Gain of $289,512 on the conversion of debt to equity for the three-months ended September 30, 2023 was attributed to the Ionic Note debt conversions associated with 2,818,714 of the Company's common shares used for the conversion during the three-months ended September 30, 2023.
Previous wording
Net loss for the six-months ended June 30, 2024 increased by $4,384,261 to $15,570,592 from a loss of $11,186,331 for the comparable 2023 period. The increase in net loss primarily resulted from a change in estimated fair value of the derivative assets of $3,096,826 with a $833,614 loss recorded in 2024 as compared to a gain of $2,263,212 in 2023, change in loss on conversion of debt of $1,234,411, higher interest expense of $609,763, loss on debt extinguishment of $521,622, higher research development expenses of $408,797, and lower gain on sale of Facility of $178,193. The increased loss is partially offset by higher revenues of $794,700, lower selling, general and administration expenses of $565,478 and lower other expense of $249,248 primarily due to other income from SSOF deposits.
Current wording
Net loss for the nine-months ended September 30, 2024 increased by $33,120,008 to $30,565,175 from net income of $2,554,833 for the comparable 2023 period. The increase in net loss primarily resulted due to gain on investments in 2023 of $13,309,875 with no investment sales in 2024, higher impairment of intangible assets and properties plant and equipment of $8,667,869 and $324,047, respectively, lower gain on sale of Facility in 2023 of $7,304,570 with no similar gain in 2024, change in loss on conversion of debt of $3,742,616, higher interest expense of $985,944, loss on debt extinguishment of $744,256, and higher research development expenses of $454,304. The increased loss is partially offset by a change in estimated fair value of the derivative assets of $622,720 with a $516,756 gain recorded in 2024 as compared to a loss of $105,964 in 2023, higher revenues of $590,362, lower selling, general and administration expenses of $529,185, lower other income (expense) of $493,011, and lower depreciation and amortization expense of $137,550.
Previous wording
Below we set forth a summary of comparative financial information for the six-months ended June 30, 2024 and 2023:
Current wording
Below we set forth a summary of comparative financial information for the nine-months ended September 30, 2024 and 2023:
Previous wording
Revenues for the three-months ended June 30, 2024 increased by $399,499 to $434,824 from $35,325 for the comparable 2023 period, primarily due to higher revenues from the Mackay mineral lease of $390,626 and initial revenues from Comstock Metals of $7,599.
Current wording
Revenues for the nine-months ended September 30, 2024, increased $590,362 to $1,417,158 from $826,796 for the comparable 2023 period, primarily due to higher revenues from the Mackay mineral lease of $681,251 and revenues from Comstock Metals of $136,157 partially offset by lower revenues from the ABTC lease of $237,473 in 2023.
Previous wording
Revenue, costs of sales and gross profit in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Current wording
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Previous wording
Selling, general and administrative expense for the six-months ended June 30, 2024 decreased by $565,478 to $6,320,346 from $6,885,824 in the comparable 2023 period, primarily as a result of lower insurance expense of $323,610, lower property taxes and licenses of $264,684 and lower marketing expense of $221,730; partially offset by higher consulting fees of $153,617.
Current wording
Selling, general and administrative expense for the nine-months ended September 30, 2024 decreased by $529,185 to $9,496,719 from $10,025,904 in the comparable 2023 period, primarily as a result of lower insurance expense of $406,012, lower bad debt expense $220,269, lower employee related costs of $190,369, lower marketing expense of $187,075 and lower legal fees of $157,381; partially offset by higher consulting fees of $413,495 and higher share based compensation expense of $272,387.
Previous wording
Research and development expenses for the three-months ended June 30, 2024 increased by $785,163 to $2,548,467 from $1,763,304 in the comparable 2023 period. The increase is primarily related to higher rent expense of $1,306,272 attributed to the AST research and development rent of $1,208,180 paid in April 2024 (see Note 7,Leases); offset partially by lower employee costs of $604,392 for salaries and executive incentive compensation.
Current wording
Research and development expenses for the nine-months ended September 30, 2024 increased by $454,304 to $4,880,847 from $4,426,543 in the comparable 2023 period. The increase is primarily related to higher rent expense of $1,430,046 attributed to the AST research and development rent of $1,208,180 paid in April 2024 (see Note 7,Leases) and higher costs for processing crushing and separating electrification products of $602,356; offset partially by lower employee costs of $1,283,859 for salaries and incentive compensation and lower consulting fees of $355,283.
Previous wording
Interest expense for the three-months ended June 30, 2024 increased by $406,279 to $782,440 from $376,161 in the comparable 2023 period, primarily due to interest and related amortization of the original issue discount (“OID”) on the Kips Bay Note and 2023 Alvin Fund Note originating in the fourth quarter of 2023.
Current wording
Interest expense for the nine-months ended September 30, 2024, increased by $985,944 to $2,298,098 from $1,312,154 for the comparable 2023 period, primarily due to interest and related amortization of the original issue discount (“OID”) on the 2023 Kips Bay Note and 2023 Alvin Fund Note originating in the fourth quarter of 2023 and the 2024 Leviston Note and 2024 Kips Bay Note originating in the third quarter of 2024.
Previous wording
Interest income for the three-months ended June 30, 2024 of $65,081 was comparable to 2023 of $61,018.
Current wording
Interest income for the nine-months ended September 30, 2024, of $220,587 was comparable to 2023 of $179,942.
Previous wording
Change in fair value of our derivative instruments for the six-months ended June 30, 2024, decreased by $3,096,826 to a loss of $833,614 in 2024 compared to a gain in 2023 of $2,263,212 resulting from a decrease in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common shares. The 2024 loss was attributed to losses of $869,267 for the LINICO investment, $687,428 for the GenMat investment and $333,000 for the Haywood investment, partially offset by a gain of $1,056,081 on the derivative liability for Kips Bay Note. The 2023 gain was attributed $1,575,000 for the LINICO investment, $1,189,466 for the GenMat investment and $675,000 for the Haywood investment, offset by a loss $1,176,254 on the derivative liability for Ionic Note.
Current wording
Change in fair value of our derivative instruments for the nine-months ended September 30, 2024, increased by $622,720 to a gain of $516,756 in 2024 compared to a loss in 2023 of $105,964 resulting from an increase in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common shares. The 2024 gain was attributed to gain of $1,460,875 on the derivative liability for the 2023 Kips Bay Note, gain of $594,000 for the Haywood investment, gain of $130,000 on the derivative liability for the 2024 Leviston Note, partially offset by a $860,691 loss for the LINICO investment, loss of $120,000 for the 2024 Kips Bay Note, and $687,428 loss for the GenMat investment. The 2023 loss was attributed to a loss of $1,099,587 on the derivative liability for the Ionic Note, partially offset by a gain of $455,000 for the LINICO investment, $343,623 for the GenMat investment and $195,000 for the Haywood investment.
Previous wording
Loss of $1,472,067 on conversion of debt for the six-months ended June 30, 2024 are attributed to the Kips Bay Note debt conversions associated with 14,521,500 of the Company's common shares used for the conversion during the six-months ended June 30, 2024. Loss of $237,656 on conversion of debt for the six-months ended June 30, 2023 are attributed to the Ionic Note conversions of 6,490,661 shares.
Current wording
Loss of $3,690,760 on conversion of debt for the nine-months ended September 30, 2024 are attributed to the 2023 Kips Bay Note and 2024 Leviston Note debt conversions associated with 22,412,980, and 24,680,175, respectively of the Company's common shares used for the conversion during the nine-months ended September 30, 2024. Gain of $51,856 on conversion of debt for the nine-months ended September 30, 2023 are attributed to the Ionic Note conversions of 9,309,375 of the Company's common shares.
Previous wording
Loss on debt extinguishment of $521,622 resulted from the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note.
Current wording
Loss on debt extinguishment of $744,256 attributed to the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note and from the Company using cash to redeem $500,000 of principal on the 2023 Kips Bay Note at a 10% redemption premium totaling $50,000 and loss on debt extinguishment of $172,634.
Previous wording
Other income (expenses), net for the three-months ended June 30, 2024 were $494,069, primarily consisting of losses from our equity method investments of $649,281 primarily from GenMat of $606,935, partially offset by other income recognized on SSOF deposits of $400,000.
Current wording
Other income (expense), net, for the nine-months ended September 30, 2024 were $741,929, primarily consisting of income recognized on SSOF deposits of $400,000 and unrealized gain on fair value change of GenMat advances of $493,892, partially offset by losses from our equity method investments of $1,675,069 substantially all of which were from GenMat.
Showing the first 40 of 61 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In 2023, we recognized a gain on the sale of the Facility of $7,304,570, with no comparable amount in 2024.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Loss on debt extinguishment of $521,622 attributed to the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note.
Previous report — wording carried elsewhere
On July 19, 2024, the Company redeemed $500,000 of principal on the Kips Bay Note at a 10% redemption premium, for $550,000.
Previous report — wording carried elsewhere
From July 1, through July 17, 2024, pursuant to the 2024 ClearThink Agreement, the Company issued 6,704,146 registered shares of common stock of the Company to ClearThink for an aggregate sales price of $1,000,000 at an average price per share of $0.15. On July 18, 2024, the Company elected to terminate all future offers and sales pursuant an Equity Purchase Agreement (the “Sales Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) and the Company filed a prospectus supplement to reflect the reduction in the aggregate offering dollar amount of securities to be offered and sold from $5,000,000 to $4,250,000, and accordingly, the 2024 ClearThink Agreement has no remaining capacity (see Note 10,Equity).