Comstock Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
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.
Mar 31, 2025 · Filed May 8, 2025
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 2024-09-30; filed 2024-10-22.
0001437749-24-031673
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001437749-25-015474
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 139 previous paragraphs and 87 current paragraphs.
26 unchanged; 25 reworded; 36 added; 86 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 8 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 (36)
Current report
Comstock innovates and commercializes technologies that extract and convert under-utilized natural resources into clean energy products, including pioneering technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are also preparing our defined mineral resources for mining and/or monetization.
Current report
We plan on delivering extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, engineer, and commercialize technology solutions that facilitate the increased throughput, storage, distribution, and use of clean energy across entire industries. Our operations primarily involve innovating, developing, deploying, and monetizing clean energy technologies with integrated teams and partners in dedicated lines of business, including renewable fuels, renewable metals, and mining. Our plans to generate revenue and throughput involve using and licensing our technologies, including by creating financial and other incentives to enable and motivate our customers, licensees, and other stakeholders to use their capital, infrastructure, and resources, often integrated directly with us and our solutions, to accelerate and maximize adoption.
Current report
Our Fuels Segment is administered by our subsidiary, Comstock Fuels Corporation (“Comstock Fuels”). Comstock Fuels delivers advanced lignocellulosic biomass refining solutions that are setting new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters. Comstock Fuels additionally holds the exclusive rights to intellectual properties developed by Hexas Biomass Inc. (“Hexas”), subject to certain preexisting agreements, for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year.
Current report
The combination of Comstock Fuels’ high yielding Bioleum refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Comstock Fuels plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum Refineries in the U.S. to produce about 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma.
Current report
Comstock Fuels also licenses its advanced feedstock and refining solutions to third parties for additional production in global markets, including several recently announced projects. Our Fuels Segment does not currently generate revenue but is anticipated to do so from recently announced agreements for licensing and related engineering services in Australia, Vietnam, and Pakistan.
Current report
Comstock Fuels operates two complementary and interdependent pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production pilot in Madison, Wisconsin (“Madison Facility”). Comstock Fuels continues innovating its existing commercial process for the purpose of increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in pursuit of fossil parity. Comstock Fuels’ innovations group has also partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc. (“EFT”), and others with sponsored research, licensing, and other agreements. Comstock Fuels also partners with Hexas and other strategic operating partners for the same objectives.
Current report
We are transitioning Comstock Fuels to directly support its own continued development with the proceeds of a planned Series A subsidiary preferred equity offering in 2025 (“Series A Financing”) as well as subsidiary project equity and debt financings that includes a recent allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma. Effective February 28, 2025, Comstock Fuels entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14.0 million in Comstock Fuels equity as part of Comstock Fuels’ planned Series A Financing, subject to a $700 million valuation cap (“Investment”). The purchase price includes $1.0 million in cash and$13.0 million in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”). The Payment-In-Kind Assets were valued based on the fair value of the Simple Agreement for Future Equity (“Marathon SAFE”), which was recorded as a liability on the condensed consolidated balance sheet as of March 31, 2025. The fair value of the SAFE was determined to be $12.0 million, calculated by discounting the $13.0 million principal amount using estimated time periods and a 35% discount rate.
Current report
Our Metals Segment has operated a demonstration-scale solar panel recycling facility for over 12 months, generating $401,238 in revenue during 2024, and more than tripled its billable revenues (currently recognized and deferred revenue) to $1,344,127 during the first quarter of 2025, as compared to all of 2024, through service fees for decommissioning, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. This facility is capable of delivering environmentally superior, zero-landfilled recycling solutions that support U.S. mineral industries.
Current report
Comstock Metals has initiated permitting and development of its first industry-scale production facility, located on the same campus as the demonstration-scale facility to scale the operation, initially to 50,000 tons per year and then 100,000 tons per year. This strategically located facility will enable the expeditious transition of proven processes from demonstration to full-scale production. The industry-scale facility is expected to significantly enhance our ability to meet the continuously growing demand for domestically recovered metals, supporting the needs of American manufacturers and infrastructure projects.
Current report
Our plan is to create a robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build three facilities in the United States and support American energy and resource independence while simultaneously delivering economic and environmental value.
Current report
On December 18, 2024, the Company executed a membership interest purchase agreement with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen Limited Liability Company, for an aggregate purchase price of $2,750,000. The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups. The Company was paid $1.0 million in cash in 2024 and is due another $1.75 million in either cash or their publicly registered common stock that is due and payable.
Current report
On June 30, 2023, the Company entered a Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”) with Mackay. Since entering the Mackay Mining Lease, the Company has received cash of $3.75 million in initial and ongoing lease payments, including the final pro-rata lease payment associated with these properties of $0.65 million that expected to be paid on May 15, 2025. The Mackay Mining Lease terminated on December 18, 2024.
Current report
Our Mining Segment's 2025 objectives include (1) monetizing over $2.0 million from the sale of the northern mining claims, (2) advancing the preliminary economic assessment for the Dayton Consolidated Project and (2) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton.
Current report
Investment in SSOF– For the three-months ended March 31, 2025, the Company invested an additional$300,000 in SSOF for 166,667 additional common shares at $1.80 per share. At March 31, 2025 and December 31, 2024, the Company owns 11,041,667 and 10,875,000, respectively, of SSOF shares and our ownership is at 17.46% and 17.27%, respectively. At March 31, 2025 and December 31, 2024, no adjustments were made to our investments carrying value as a result of the SSOF equity issuances since the price per share sold was consistent with the Company’s carrying value for this investment. At March 31, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $19,875,000.
Current report
Investment in Hexas–On January 14, 2025, the Company executed an agreement with Hexas, under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with the Company's site development and innovation activities. Under the terms of the agreement, the Company invested $500,000 in Hexas in the form of a simple agreement for future equity (“Hexas SAFE Investment”). On April 4, 2025, the Company invested the final tranche of $133,333 for total investment in the Hexas SAFE of $500,000.
Current report
Investment in Research and Development Company
Current report
Three-Months Ended March 31, 2025 Comp ared to Three-Months Ended March 31, 2024
Current report
Revenues for the three-months ended March 31, 2025 increased by$359,864 to$785,815 from$425,951 for the comparable 2024 period, primarily attributed to the following:
Current report
Cost of goods sold for thethree-months ended March 31, 2025 increased $886,796 primarily due to the commencement of our first commercial demonstration facility operating at far less than full capacity due to the installation of additional air quality control system, all for metal recycling operations.
Current report
Gain on extinguishment of liability of $845,000 was attributed to the restructuring of the LINICO acquisition-related payable (see Note 11 to the condensed consolidated financial statements).
Current report
Other income (expense), net for thethree-months ended March 31, 2025 were$50,535, primarily consisting of gain from our equity method investments of $41,438.
Current report
Corporate
Current report
The growth opportunities for both Comstock Fuels and Comstock Metals have developed beyond our original plans, and we have attracted some of the most sophisticated partners for investment, feedstock, technology, operations, and offtake, with many now evaluating direct investments and exploring deeper integrations and strategic transactions. The Company’s authorized share capacity is properly repositioned for safely capitalizing on these opportunities, however, both Comstock Fuels and Comstock Metals have directly commenced independent financing efforts for direct funding using subsidiary equity on terms that are non-dilutive to Comstock shares. These are keenly strategic capital partners, enabling Comstock to solidify its capital base, unlock the underlying value in each of its businesses, and extend the functionality of its system, often with these same partners, for tremendous growth potential.
Current report
To achieve these growth objectives, on February 24, 2025, the Company increased its authorized capital capacity by implementing a 1:10 reverse stock split, without a corresponding decrease in the existing 245,000,000 authorized shares, effectively increasing the Company's authorized capital resources with sufficient available authorized shares of common stock that positions the right capital sources, liquidity, and profile that we believe best attracts the right amounts and types of capital resources needed to grow and maximize the value of our Company for our shareholders.
Current report
The Company’s Corporate objectives for the rest of 2025 include:
Current report
This ultimately results in two high-growth companies: a renewable metals and mining company headquartered in Nevada, and a renewable fuels company headquartered in Oklahoma and with major operations already functioning in Wisconsin.
Current report
The Company's Fuels objectives for the rest of 2025 include:
Current report
Comstock Fuels’ commercialization plans also include multiple joint development projects, with each joint development project, such as Comstock Fuels’ SACL and other licensees, with the potential for generating hundreds of millions of dollars per year in technical services, engineering, and licensing revenues. Comstock Fuels also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and petroleum infrastructure to generate additional technical services, engineering and royalty revenues. The plans also include integrating Comstock Fuels’ high yield Bioleum refining platform with Hexas’ high yield energy crops to provide enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic and global energy independence.
Current report
The Company's Metals objectives for the rest of 2025 include:
Current report
Closing on equity and/or debt financing that accelerates the deployment of the first three industry facilities. The capital expenditures for the first 50,000 tons of annual capacity for the first industry scale facility are expected to be $6.0 million in 2025, plus an additional up to $1.0 million for expanded storage. Increasing the capacity to 100,000 tons of annual capacity requires an additional $3.0 million, most likely in 2026. Billable revenues are expected to be six to eight times greater in 2025, as compared to 2024, or well over $3.0 million, with proportionate future increases as we scale up our industry-scale facilities.
Current report
The Company's Mining objectives for the rest of 2025 include:
Current report
The current liabilities include $3,401,551 of accrued expenses, including $831,986 for the payable to a research and development company, $825,891 for accrued payroll and related expenses and $431,250 for incentive compens ation.
Current report
The Company continues advancing its technologies, in both the Fuels and Metals lines of business, leveraging its existing innovation capacity and innovation partners including NREL, MIT, RenFuel, EFT and other laboratories and universities, over the next three years. These investments are considered discretionary and would be funded by direct investments in either or both Fuels and Metals subsidiaries. Comstock Fuels is raising direct subsidiary financing for funding all innovation, business development, and operating activities up to an until its first biorefinery is operating in the United States. Comstock Fuels is also planning to design, finance, build, and commission its first owned 75,000 ton per year integrated commercial demonstration biorefinery for approximately $250 million in project costs. This will be funded by additional equity and debt, including up to $152 million in industrial project activity bonds allocated by the State of Oklahoma, and project level equity raised specifically for commissioning the commercial demonstration facility.
Current report
Comstock Metals has filed permits and expects to build its first industry scale facility during 2025, with capacity up to 100,000 tons of processed material per year, for up to $12 million. The industry scale facility will also be funded by additional equity and debt, including up to $10 million in industrial project activity bonds and other alternative qualified loan financings.
Current report
In addition to these subsidiary-level funded initiatives, the Company plans on investing approximately $5.0 million in research and development (excluding payroll) and over $10.0 million in payroll (including research and development) during 2025. When combined with other corporate operating expenses, this represents over $20.0 million in 2025 spending.
Current report
The Company has increasing access to a number of alternative capital resources, including a new $50 million shelf registration statement filed in March 2025, project activity bonds, various asset and investment sales, and grants, including a recent $3.0 million grant from the State of Oklahoma, in 2025. The Company is also planning a “Series A” direct equity investment from known strategic, including MPC, and other investors directly into Comstock Fuels and debt and/or equity financings directly into Comstock Metals.
Removed paragraphs (86)
Previous report
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 report
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 report
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 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).
Previous 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.
Previous 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.
Previous 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.
Previous 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).
Previous report
Our Fuels Segment develops and commercializes technologies that extract and convert wasted and unused lignocellulosic biomass into intermediates for refining into advanced renewable fuels. Most renewable fuels draw from the same pool of conventional fats, oils and greases (“FOG”) feedstocks, but the total existing FOG supply can only meet a small fraction of the global mobility demand. Our technologies unblock that constraint by converting abundant, lignocellulosic biomass into biointermediates for refining into high-yielding renewable fuels.
Previous 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.
Previous report
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 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.
Previous 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”).
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
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 report
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 report
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 report
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 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.
Previous 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.
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Upon completion of the transactions described above, GenMat will become a 100% owned subsidiary of the Company.
Previous report
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 report
Phase 1
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After completion of Phase 1
Previous report
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.
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Three-Months Ended September 30, 2024 Compared to Three-Months Ended September 30, 2023
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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.
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Three-Months Ended September 30, 2024 Compared to Three-Months Ended September 30, 2023
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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.
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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.
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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 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).
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In 2023, we recognized a gain on the sale of the Facility of $7,126,377, with no comparable amount in 2024.
Previous 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.
Previous 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.
Showing the first 40 of 86 passages. Open the source sections for the rest.
Reworded paragraphs (25)
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 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.
Current wording
We own and manage investments in related assets that support our businesses, including existing minority equity positions and partnerships in strategic technology developers, two Wisconsin renewable fuels demonstration facilities, and a Nevada metals recycling demonstration facility. We also own and manage direct investments in northern Nevada real estate comprised of industrial and commercial land, water rights and about twelve square miles of gold and silver mining claims and surface parcels that we own, lease or have a royalty interest in and that some of which contain measured and indicated, as well as inferred gold and silver mineral resources.
Previous wording
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 wording
Our Metals Segment's 2025 objectives include (1) closing on direct equity and/or debt financing into Comstock Metals sufficient to fund the construction and commissioning of the Company’s first industry-scale facility, (2) finalizing the industry-scale engineering, (3) submitting all prerequisite permits, (4) ordering all of the industry-scale equipment for our first industry-scale facility, and (5) securing larger and longer terms supply contracts and accelerating site selection for our second and third facilities.
Previous 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”).
Current wording
Our Mining Segment generated income from leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain royalty interest in 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
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.
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 complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition 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 Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments. In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat while retaining the rights for using the technologies.
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 2025.
Current wording
Investment in Green Li-ion– Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares in 2026.
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 is scheduled to be paid on the following schedule:
Current wording
On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. 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. At March 31, 2025, the future remaining payments, net implied interest, totaled $1,162,957. During the three-months ended March 31, 2025 and 2024, the Company paid $0 and $120,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
Previous 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.
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 real 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 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.
Current wording
Selling, general and administrative expense for thethree-months ended March 31, 2025 decreased by$269,059 to$3,258,465 from$3,527,524 in the comparable 2024 period, primarily as a result of lower employee-related costs of $984,856, primarily due to lower incentive compensation; partially offset by higher rent expense of $350,315, higher consulting expense of $165,268, higher marketing expense of $127,315 and higher legal fees of $111,856.
Previous 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.
Current wording
Research and development expenses for thethree-months ended March 31, 2025 increased by$2,411,905 to$3,303,918 from$892,013 in the comparable 2024 period, primarily related to higher rent expense attributed to the AST research and development rent of $1,487,476 paid in March 2025 (see Note 7 to the condensed consolidated financial statements), higher research and development costs for renewable fuel associated projects, substantially all with external laboratories of $582,570, higher employee-related costs of $217,201 and higher consulting expense of $139,461.
Previous wording
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 wording
Depreciation and amortization for thethree-months ended March 31, 2025 decreased by$280,593 to$375,384 from$655,977 in the comparable 2024 period, primarily related to lower amortization of intangible assets in the three-month period ended March 31, 2024 that were impaired later in 2024.
Previous 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.
Current wording
Interest expense for thethree-months ended March 31, 2025 decreased by$159,517 to$659,144 from$818,661 in the comparable 2024 period, primarily due to lower interest and lower amortization of the original issue discount (“OID”) on the 2025 Kips Bay Note in 2025 compared to the 2023 Kips Bay Notes in 2024.
Previous 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.
Current wording
Interest income for thethree-months ended March 31, 2025 increased by$21,618 to$96,109 from$74,491 in the comparable 2024 period, primarily due to higher accrued interest income related to the RenFuel note receivable.
Previous 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.
Current wording
Change in the fair value of our derivative instruments for thethree-months ended March 31, 2025 increased by$434,685 to a loss of$1,190,803 from a loss of$756,118 in the comparable 2024 period, resulting from an decrease in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.
Previous 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.
Current wording
Loss of$1,196,880 on the conversion of debt to equity for thethree-months ended March 31, 2025 is attributed to the 2025 Kips Bay Note debt conversions. Loss of$193,523 on the conversion of debt to equity for the three months ended March 31, 2024 is attributed to the 2023 Kips Bay Note debt conversions.
Previous wording
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 wording
Other income (expense), net for thethree-months ended March 31, 2024 were$574,946, primarily consisting of losses from our equity method investments of $575,904 primarily from GenMat losses of $566,204, which was sold in the fourth quarter of 2024.
Previous wording
Our goal is to*Accelerate the Commercialization of Hard Technologies for the Energy Transition.*We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our diverse technology portfolio and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies and communities. The primary focus for 2024 is the commercialization and capitalization of our businesses and the continuous innovation, development, engineering and actionable commercialization of our technologies and solutions.
Current wording
Our goal is to*Accelerate the Commercialization of Breakthrough Technologies,*that is, primarily technologies that extract and convert under-utilized natural resources into clean energy products, including pioneering technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our diverse technology portfolio and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies and communities. The primary focus for 2025 is the commercialization of our businesses and the continuous innovation, development and engineering of technologies and solutions that support the efficient conversion of under-utilized natural resources into clean energy products.
Previous wording
The Company’s biorefining technologies are commercially ready and offer growth-enabling performance for the Company’s prospective customers. Comstock Fuels is actively engaged in the planning and deployment of our first commercial demonstration facility and pursuing joint development and licensing agreements representing strategic capital and future revenue sources from technical and engineering services, including securing associated supply chain participants, performing preliminary and final engineering, facilitating commissioning, construction and operations with globally recognized current and developing renewable fuel producers.
Current wording
Comstock Fuels’ biorefining technologies are commercially ready for deployment and offer growth-enabling performance. Comstock Fuels is actively engaged in the planning and deployment of its first commercial demonstration facility and pursuing joint development and licensing agreements representing future revenue sources from technical and engineering services, royalties, and equity participation. These efforts include securing associated supply chain participants (including feedstock, site selection, engineering, construction and procurement, and offtake), performing preliminary and final engineering, and facilitating commissioning, construction, and operations, including with globally and locally recognized current and developing renewable fuels producers that, in certain cases, also represent a source of strategic capital for funding the projects.
Previous wording
Regional site assessment and selection activities are ongoing for the next two facilities.
Current wording
Comstock Metals has now been operating its first commercial demonstration facility for over a full year and in November of 2024, submitted permits for the first industry-photovoltaic recycling facility. The industry-scale facilities are anticipated to initially operate at 50,000 tons of annual capacity and then efficiently double that rated capacity to 100,000 tons of annual capacity. Site selection activities are ongoing for the next two industry-scale facilities and associated storage sites.
Previous wording
The Company has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.
Current wording
Comstock Mining has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.
Previous wording
The Company’s 2024 efforts apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans. Additionally, closing on the SBCC $50 million direct equity and/or debt financing, accelerates the development of the Dayton mine plan, broader resource expansions for the southern district claims and the design and engineering of the post productive real estate and community development plans.
Current wording
The Company’s 2025 efforts will apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans.
Previous wording
The Company has announced an indicative agreement selling its non-mining real estate and water rights for $50 million in gross (approximately $47 million in net proceeds) during the fourth quarter of 2024.
Current wording
The Company has announced plans for selling its non-mining real estate and water rights anticipated in the latter part of 2025.
Previous wording
Our financial position and liquidity are based on our net sources of capital from financing as generally compared to our net uses of capital from investing activities and ultimately, our ability to generate cash flows from our operations. Our cash balances at September 30, 2024 and December 31, 2023 were $1,363,327 and $3,785,577, respectively. The Company had current assets of $29,885,153 and current liabilities of $12,205,732, representing working capital excess of $17,679,421 at September 30, 2024.
Current wording
Our financial position and liquidity are based on our net sources of capital from financing as generally compared to our net uses of capital from investing activities and ultimately, our ability to provide or use cash flows from or in our operations. Our cash balances at March 31, 2025 and December 31, 2024 were $3,906,773 and $954,271, respectively. The Company had current assets of $15,697,279 and current liabilities of $8,620,700, representing working capital excess of $7,076,579 at March 31, 2025.
Previous wording
Our primary source of liquidity during the first nine-months of 2024 was cash from financing activities. During the nine-months ended September 30, 2024, we generated $14,058,395 in cash from our financing activities and we used $9,617,985 and $6,862,660, respectively, in cash in our operating and investing activities.
Current wording
Our primary source of liquidity during the first three-months of 2025 was cash from financing activities. During the three-months ended March 31, 2025, we generated $9,731,350 in cash from our financing activities and we used $4,962,518 and $1,816,330, respectively, in cash in our operating and investing activities. Our primary source of liquidity during the first three-months of 2024 was cash from financing activities. During the three-months ended March 31, 2024, we generated $3,131,934 in cash from our financing activities and we used $3,830,596 and $2,619,939, respectively, in cash in our operating and investing activities.
Previous wording
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.
Current wording
On January 10, 2025, the Company entered into a securities purchase agreement (“2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay with a principal amount of $10,638,298, of which $5,000,000 was funded in cash on January 13, 2025 and the remaining $5,000,000 funded on March 11, 2025 with an original issue discount of $638,298. The full principal is due on April 10, 2026. Interest is payable monthly at a rate of 6% per annum. As of May 6, 2025, the remaining principal balance on the 2025 Kips Bay Note was $4,350,000.
Previous wording
We intend to fund our operations over the next twelve months from planned sales of non-strategic assets and other investments, issuance of equity under our existing shelf registration statement and private placements, issuance of subsidiary-level equity, planned licensing and related engineering services, sales and deferred revenue from our solar panel recycling business and existing cash and cash equivalents. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the condensed consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means. There is no assurance we will be able to obtain additional equity capital or other financing, if needed. We intend to fund our operations beyond the next twelve months from planned sales of non-strategic assets, sales from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, issuance of subsidiary-level equity, and borrowings and other various equity financing alternatives from our existing shelf and other registration statements.
Current wording
We intend to fund our operations over the next twelve months from revenues from our solar panel recycling business, government grants for our fuels business, issuance of subsidiary-level equity, issuance of equity under our existing shelf registration statement, planned licensing and related engineering services fees, planned sales of non-strategic assets and other investments, and existing cash and cash equivalents. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the condensed consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, government grants, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed. We intend to fund our operations beyond the next twelve months from planned sales of non-strategic assets, revenue from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, government grants, non-registered equity issued directly from certain subsidiaries, and borrowings and other various equity financing alternatives from our existing shelf and other registration statements.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Below we set forth a summary of comparative financial information for the nine-months ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
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.