Comstock Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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, 2026 · Filed May 7, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS AND REFERENCES TO THE COMPANY
Unless indicated, the termswe,us,our,Comstock, or theCompany mean Comstock Inc., and its subsidiaries on a consolidated basis.
ORGANIZATION AND NATURE OF OPERATIONS
Comstock commercializes innovative technologies, systems and supply chains that extract, process, and convert under-utilized waste and natural resources into clean energy and clean energy supporting products, including truly sustainable solutions that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels. Bioleum Corporation (“Bioleum”), the Company's subsidiary, seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly owned and majority owned subsidiaries. All intercompany transactions have been eliminated. The condensed consolidated financial statements donot include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. Accordingly, operating results for thethree-months ended* March 31, 2026* * may**not* be indicative of full year2026 results.
In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of* March 31, 2026*, and our results of operations, changes in equity and cash flows for thethree-months ended* March 31, 2026and2025*.
GUARANTEES
The Company accounts for guarantees in accordance with ASC Topic460, Guarantees. Guarantee obligations are recognized as liabilities at the time the guarantee is contractually executed and are initially measured at fair value, reflecting the Company’s noncontingent obligation to stand ready to perform under the guarantee. The guaranteed liability remains outstanding until the Company is released from its exposure under the guarantee, which generally occurs upon expiration or settlement of the guarantee.
LIQUIDITY AND CAPITAL RESOURCES
The condensed consolidated financial statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of $388,110,925 at* March 31, 2026*. For thethree-months ended* March 31, 2026*, the Company recognized a net loss of $9,383,417. Cash and cash equivalents increased by $36,016,156 from $16,951,645 at* December 31, 2025* to $52,967,801 at* March 31, 2026*. At* March 31, 2026*, the Company hasno outstanding debt. The Company intends to fund our operations over the nexttwelve months from existing cash and cash equivalents, planned sales of non-strategic assets and other investments, sales and deferred revenue from our solar panel recycling business, and issuance of subsidiary-level equity (that is, by Bioleum Corporation). The Company also maintains access to capital from our existing shelf registration statement. Based on these existing and expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the12 months following the date of issuance of the consolidated financial statements included herein.
RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the2026 financial statement presentation. Reclassifications hadno effect on net income (loss), cash flows, or stockholders' equity as previously reported.
RECENTLY ISSUED ACCOUNTING STANDARDS
In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,with early adoption permitted, and may*be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
Management doesnot believe that any other recently issued, butnot yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
10
NOTE2 ACQUISITION OF HEXAS BIOMASS INC.
On* December 4, 2025,the Company's majority-owned subsidiary, Bioleum, and the Hexas shareholders entered into a Stock Purchase Agreement to acquire 100% of the issued and outstanding equity and voting shares of Hexas. For thethree*-months ended* March 31, 2026*, Hexas recognizedno revenue and incurred a loss of $97,556.
The pro forma financial information below represents the combined results of operations. For thethree-months ended* March 31, 2025,as if the acquisition had occurred on January 1, 2025.*The pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.
| Revenue | $785,815 |
|---|---|
| Net loss | $(9,324,108) |
NOTE3 INVESTMENTS
At* March 31, 2026* and* December 31, 2025*, our investments include:
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Equity Method Investments: | Investment | Ownership % | Investment | Ownership % |
| Investment in research and development company | $1,055,371 | 40.00% | $1,079,371 | 40.00% |
| Sierra Springs Opportunity Fund, Inc. | 37,147,156 | 40.66% | 20,225,000 | 16.99% |
| Total equity method investments | 38,202,527 | 21,304,371 | ||
| Measurement Alternative Investments: | ||||
| Green Li-ion Pte. Ltd. | 18,201,065 | 13.34% | 18,201,065 | 13.34% |
| Total measurement alternative investments | 18,201,065 | 18,201,065 | ||
| Total Investments | $56,403,592 | $39,505,436 | ||
Summary financial information for affiliated companies accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on aone quarter lag is as follows:
| Three-Months Ended | |||
|---|---|---|---|
| March 31, 2026 · March 31, 2025 | |||
| Revenues | $121,910 | $350,700 | |
| Gross Profit | $106,823 | $ | - |
| Net income (loss) | $(620,364) | $103,595 | |
| Net income (loss) attributable to Comstock Inc. | $(251,844) | $41,438 | |
Investment in Research and Development Company
On* March 1, 2024,the Company entered into a Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) withan unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. Concurrently and in connection with entering into the Developer Securities Purchase Agreement, the Company and Developer entered into a Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note9*).
At* March 31, 2026*, the future remaining payments, net implied interest, totaled $1,284,022 (see Note7). For thethree-months ended* March 31, 2026*, the Company recorded $24,000 in equity loss from affiliates for our investment in the Developer. For thethree-months ended* March 31, 2025,* the Company recognized$41,438 in equity income from affiliates for our investment in the Developer. During thethree-months ended* March 31, 2026and2025*, the Company paid$0 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
11
Investment in Sierra Springs Opportunity Fund Inc. (“SSOF”)
From2019 through* December 31, 2025*, the Company invested $8,500,000 for 11,236,111 shares in SSOF resulting in equity ownership of 16.99% as of* December 31, 2025.The December 31, 2025carrying value of the Company's investment in SSOF reflects an observable transaction adjustment recorded by the Company in2023.* For thethree-months ended* March 31, 2026*, the Company recognized $227,844 in equity loss from affiliates for our investment in SSOF.
At* December 31, 2025,the Company had an advance to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026*, the Company advanced an additional $5,750,000. On* March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share. On March 30, 2026,the Company subscribed to and invested an additional $2,000,000 for 3,076,923 additional shares of SSOF common stock, also at $0.65 per share. These investments increased the Company's ownership to 40.66%. At March 31, 2026* and* December 31, 2025*, the Company owns 37,620,726 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 40.66% and 16.99%, respectively.
In connection with the change in ownership, management reassessed its prior conclusions regarding the Company's variable interest in SSOF. SSOF continues to be a variable interest entity in which the Company holds a variable interest, and the Company continues to conclude that it isnot the primary beneficiary of SSOF, because the Company doesnot have the power, individually or together with its related parties, to direct the activities of SSOF that most significantly affect SSOF's economic performance. Although the Company's chief executive officer also serves as an executive of SSOF, this relationship was previously evaluated and was a factor in the prior conclusion, which remains unchanged. Accordingly, SSOF isnot consolidated, and the Company accounts for its investment in SSOF under the equity method. At* March 31, 2026*, the Company's maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $37,147,156.
Investment in Green Li-ion Pte. LTD ( “ Green Li-ion ” *) *
At* March 31, 2026* and* December 31, 2025,the Company owned 35,662 Green Li-ion preferred shares and our ownership remained at 13.34%. The Company monitors additional equity issuances and other potential orderly transactions of Green Li-ion to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value. During thethree*-months ended* March 31, 2026and2025*, no adjustments were made to the carrying value of our investment in Green Li-ion asno orderly transactions for investments similar to the Company's investment were observed during those periods.
NOTE4 NOTES RECEIVABLE AND ADVANCES
Notes receivable and advances at* March 31, 2026* and* December 31, 2025* include:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Sierra Springs advances receivable | $— | $9,400,000 |
| Daney Ranch note receivable | 913,754 | 913,754 |
| Total notes receivable and advances | $913,754 | $10,313,754 |
Advances to Sierra Springs Opportunity Fund, Inc.
At* December 31, 2025,the Company had an advance to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026*, the Company advanced an additional $5,750,000. On* March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share. On March 30, 2026,the Company subscribed to and invested an additional $2,000,000 for 3,076,923 additional shares of SSOF common stock, also at $0.65 per share. These investments increased the Company's ownership to 40.66% (see Note3*). Total advances outstanding at* March 31, 2026* and* December 31, 2025were $0 and $9,400,000, respectively. The advances were unsecured and bore interest at 4.5%. At March 31, 2026* and* December 31, 2025*, interest receivable on the advances is $237,415 and $0, respectively, and is included in prepaid expenses and other current assets on our condensed consolidated balance sheet.
NOTE5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS
Properties, plant and equipment at* March 31, 2026* and* December 31, 2025* include the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Land | $6,329,338 | $8,529,338 |
| Real property leased to third parties | 79,030 | 1,037,049 |
| Property, plant and equipment for mineral processing | — | 27,241,814 |
| Property, plant and equipment for renewable fuels processing | 13,724,303 | 12,881,458 |
| Property, plant and equipment for solar panel recycling | 3,123,974 | 3,123,974 |
| Construction in process | 14,712,022 | 1,588,214 |
| Other property and equipment | 4,032,150 | 4,429,933 |
| Accumulated depreciation | (5,904,437) | (28,945,571) |
| Total properties, plant and equipment, net | $36,096,380 | $29,886,209 |
During thethree-months ended* March 31, 2026and2025*, the Company recognized depreciation expense of $402,766 and $147,680, respectively. At* March 31, 2026* and* December 31, 2025*, the Company had $14,712,022 and $1,817,503, respectively, primarily for construction work in process that werenot yet placed in service and havenot yet begun depreciating.
The Company entered into purchase order commitments withthird party vendors for equipment to be used in our industry-scale solar panel recycling facility to recycle and process end-of-life solar panels. As of* March 31, 2026* and* December 31, 2025*, the Company recorded $2.1 million and $7.6 million, respectively, in advances to vendors for equipment purchases within deposits on our condensed consolidated balance sheet.
12
Mineral Rights and Properties
Our mineral rights and properties at* March 31, 2026* and* December 31, 2025* consisted of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Comstock Mineral Estate | $— | $10,842,716 |
| Other mineral properties | — | 317,405 |
| Water rights | 730,597 | 820,595 |
| Total mineral rights and properties | $730,597 | $11,980,716 |
The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During thethree-months ended* March 31, 2026and2025*, we didnot record any depletion expense, asnone of the mineral properties are currently in production. Our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.
On* December 18, 2024and amended on June 6, 2025,the Company executed a membership interest purchase agreement (the “Mackay MIPA”) with Mackay Precious Metals Inc. (“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's25%* interest in Pelen Limited Liability Company (“Pelen”), for an aggregate purchase price of $2,950,000. Pursuant to a royalty agreement between the Company and Mackay, dated* December 18, 2024 (the “Mackay Royalty Agreement”) the Company was to receive a 1.5% royalty of Net Smelter Returns (as such term is defined in the Mackay Royalty Agreement). On January 9, 2026,the Company and Mackay entered into a Royalty Purchase and Sale Agreement, wherein the Company sold to Mackay 100% of the Company’s right, title, and interest in and to a 1.5% net smelter returns royalty covering certain patented and unpatented mining claims and leased properties located in Storey County, Nevada, for an aggregate purchase price of $1,100,000, all of which was received on or before January 20,2026. On February 22, 2026,the Company agreed to a minor modification to the non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in consideration from Mackay. During thethree*-months ended* March 31, 2026*, the Company recognized a total gain on sale of royalty rights of $1,400,010 in the condensed consolidated statements of operations.
Assets and Liabilities Held for Sale
In thefirst quarter of2026, the Company committed a plan to sell the mining assets and related mining entities. The related assets and liabilities were classified as Held for Sale and $22,732,293 was classified as Assets Held for Sale and $6,651,319 was classified as Liabilities Held for Sale on the condensed consolidated balance sheet as of* March 31, 2026*.
The Company’s assets and liabilities held for sale at* March 31, 2026*, include the following:
| Assets held for sale | March 31, 2026 |
|---|---|
| Mineral properties | $11,160,121 |
| Water rights | 90,000 |
| Buildings, land and equipment, net | 7,353,714 |
| Reclamation bond deposit | 4,105,585 |
| Other | 22,873 |
| Total assets held for sale | $22,732,293 |
| Liabilities held for sale | March 31, 2026 |
|---|---|
| Reclamation liability | $6,591,724 |
| Other | 59,595 |
| Total liabilities held for sale | $6,651,319 |
NOTE6 INTANGIBLE ASSETS AND GOODWILL
The Company’s intangible assets at* March 31, 2026* and* December 31, 2025* include the following:
| Estimated | |||
|---|---|---|---|
| Economic Life | |||
| Description | (in years) | March 31, 2026 | December 31, 2025 |
| Developed technologies | 10 | $29,780,018 | $29,780,018 |
| License agreements | 10 | 499,952 | 499,952 |
| Distribution agreements | 8 | 19,733 | 19,733 |
| Accumulated amortization | (6,336,709) | (5,356,315) | |
| Intangible assets, net | $23,962,994 | $24,943,388 | |
Accumulated amortization as of* March 31, 2026* and* December 31, 2025* consisted of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Developed technologies | $6,084,327 | $5,116,765 |
| License agreements | 238,146 | 226,063 |
| Distribution agreements | 14,236 | 13,487 |
| Accumulated amortization | $6,336,709 | $5,356,315 |
13
For thethree-months ended* March 31, 2026and2025*, amortization expense related to intangible assets was $980,394 and $217,978, respectively.
Future minimum amortization expense is as follows at* March 31, 2026*:
| Remainder of 2026 | $2,941,185 |
| 2027 | 3,921,579 |
| 2028 | 3,918,834 |
| 2029 | 3,918,582 |
| 2030 | 3,918,582 |
| Thereafter | 5,344,232 |
| $23,962,994 |
Changes in the intangible assets and goodwill balances for thethree-months ended* March 31, 2026and2025*, are presented below:
| As of December 31, 2025 | Additions | Impairment | Amortization | As of March 31, 2026 | |
|---|---|---|---|---|---|
| Intangible assets | $30,299,703 | $— | $— | $— | $30,299,703 |
| Accumulated amortization | (5,356,315) | — | — | (980,394) | (6,336,709) |
| Goodwill | 1,507,154 | — | — | — | 1,507,154 |
| Total intangible assets and goodwill | $26,450,542 | $— | $— | $(980,394) | $25,470,148 |
| As of December 31, 2024 | Additions | Impairment | Amortization | As of March 31, 2025 | |
|---|---|---|---|---|---|
| Intangible assets | $8,706,972 | $180,000 | $— | $— | $8,886,972 |
| Accumulated amortization | (2,847,820) | — | — | (217,978) | (3,065,798) |
| Total intangible assets | $5,859,152 | $180,000 | $— | $(217,978) | $5,821,174 |
All intangibles and goodwill are associated with our Fuels Segment.
NOTE7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT
Accrued expenses and other liabilities - current at* March 31, 2026* and* December 31, 2025* consisted of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Accrued payroll costs | $1,068,187 | $1,501,110 |
| Accrued incentive compensation | — | 263,750 |
| Accrued vendor liabilities | 460,281 | 753,221 |
| Payable to research and development company - current | 1,284,022 | 1,146,845 |
| Payable to Flux Photon - current (see Note 14) | 877,629 | 1,143,412 |
| Other accrued expenses | 36,348 | 39,961 |
| Total accrued expenses | $3,726,467 | $4,848,299 |
Payable to Research and Development Company
As of* March 31, 2026*, the short-term payable to a research and development company (“Developer”) of $1,284,022 consists of payments due under the Securities Purchase Agreement dated* March 1, 2024,between the Company and the Developer (see Note3*). During thethree-months ended* March 31, 2026and2025*, the Company paid $0 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. For thethree-months ended* March 31, 2026and2025*, the Company recognized interest expense of$29,852, which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the funding commitment is non-interest bearing.
Oklahoma Grant
On* December 11, 2024,the Company was granted an award of $3,000,000 (the “OKL Award”), pursuant to that Contract between the Oklahoma Department of Commerce and the Company for a contractual award from the Oklahoma Quick Action Closing Fund (the “Contract”). The OKL Award funds inthree tranches of $1,000,000 each within45* days of Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, meeting thesethree conditions:
| • | publicly announcing the relocation of the Comstock Fuels headquarters to Oklahoma, which was completed in the first quarter of 2025; |
|---|
| • | identifying an Oklahoma site for the construction of a next-generation renewable fuel refinery and securing that site; and |
|---|
| • | invests at least $5,000,000 towards engineering, machinery, and/or materials associated with that Oklahoma site/facility. |
|---|
The OKL Award must be used for purposes of economic development and related infrastructure development. The Award requires certain ongoing conditions to be met, including without limitation, creation of 45 jobs, with an average salary of $80,000 per person, $160 million of total investments, maintenance of headquarters by* March 31, 2026,with at leastten* jobs for a period of at leastten consecutive quartersno later than* December 31, 2030,and operation of a commercial demonstration biorefineryno* later than* December 31, 2031,otherwise the granted monies received would have to be repaid. In2025,* the Company met thefirst andsecond conditions of the OKL Award. On* January 20, 2026,the Company received $1,000,000 from the Oklahoma Department of Commerce for thesecond* condition of the OKL Award. For thethree-months ended* March 31, 2026and2025*, the Company recognized grant income of $16,670 and $8,333, respectively, inother income (expense) in the condensed consolidated statement of operations and recorded deferred revenue of$66,666 in accrued expenses and other liabilities and $1,870,830 in long-term deferred revenue on the condensed consolidated balance sheet. As of* March 31, 2026* and* December 31, 2025*, the Company recorded $0 and $1,000,000, respectively, in accounts receivable on the condensed consolidated financial statements.
14
NOTE8 LEASES
The Company has the following lease expense recognized in the condensed consolidated statements of operations as follows:
| Three-Months Ended | ||
|---|---|---|
| March 31, 2026 | March 31, 2025 | |
| Finance lease expense: | ||
| Amortization of right-of-use assets | $12,937 | $12,811 |
| Interest on lease liabilities | 629 | — |
| Operating lease expense | 828,541 | 297,748 |
| Total lease expense | $842,107 | $310,559 |
| Other information: | ||
| Operating cash flows used in operating leases | $545,571 | $161,232 |
| Short-term operating lease expense | $15,824 | $29,594 |
The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:
| March 31, 2026 | March 31, 2025 | |
|---|---|---|
| Weighted-average remaining lease term - finance leases (years) | 4.50 | — |
| Weighted-average remaining lease term - operating leases (years) | 22.98 | 10.34 |
| Weighted-average discount rate - finance leases | 39.6% | —% |
| Weighted-average discount rate - operating leases | 13.3% | 13.5% |
Finance Lease
Navitas
On* March 11, 2026,the Company, as lessee, signed an Equipment Lease Agreement (the “Equipment Lease Agreement”) with lessor to lease security system equipment located at600* Lake Avenue, Silver Springs, NV. The Equipment Lease Agreement is under afifty-five month term commencing on* March 15, 2026at $756 per month. At lease inception, the Equipment Lease Agreement was classified as a finance lease with a lease term offifty-five months, which exceeds75%* of the useful life of the equipment. On* March 15, 2026,the Company recorded a right-of-use asset and lease liability of $19,053 at an implicit discount rate of 39.63%. For thethree* months ended* March 31, 2026*, the amortization of right-of-use asset and interest expense was $756.
Operating Leases
Comstock Metals
On* December 10, 2025,the Company, as lessee, signed a Lease Agreement (the “Industrial and Commercial Lease”) with the lessor to lease land and premises located at10210* Idaho Ave, Hanford, CA. Under the Industrial and Commercial Lease, rent payments of $17,500 per month will begin when all necessary and required permits are secured. In* February 2026all required permits were secured which resulted in an increase in the right-of-use asset and lease liability of $19,449. For thethree* months ended* March 31, 2026*, the fixed operating lease expense was $57,021.
15
On* January 1, 2026,the Company, as lessee, signed a Lease Agreement (the “Lease Agreement”) with lessor to lease land and premises located at60901* Beech Grove Lane, Cambridge, OH. The Lease Agreement is under afive-year term commencing on* January 1, 2026,or upon receipt of all required permits, and includes an option to extend the term for an additional 60 months with rental expense of $12,500 per month. Lease payments under the Lease Agreement donot* begin until all permits are received, which occurred in* March 2026.At lease inception, the Lease Agreement was classified as an operating lease with a lease term offive* years. At* January 1, 2026,the Company recorded a right-of-use asset and lease liability of $523,890 at an implicit discount rate of 14.08%. For thethree* months ended* March 31, 2026*, the fixed operating lease expense was $36,290.
On* March 1, 2026,the Company assumed an existing lease with Ren FuelK2B* Snowco AB, as lessee, for hydrotreating equipment with lessor. The Lease Agreement (the “Hydrotreating Equipment Lease”) had an original lease term offive years commencing on* June 2, 2024.Under the lease, rental expense is $6,178 per month. The lease automatically renews at the end of thefive-year period, unless notice of cancellation is giventhree* months prior to the end of the original term. The Company currently doesnot believe an extension beyond the original term is probable. At lease inception, the Hydrotreating Equipment Lease was classified as an operating lease with a remaining lease term of 3.3 years. The interest rate explicit in the lease is the90-day Stockholm Interbank Offering Rate (STIBOR). At* March 1, 2026**,* the Company recorded a right-of-use asset and lease liability of $238,379 at a discount rate of 2.12%. For thethree months ended* March 31, 2026,*the fixed operating lease expenses were $6,178.
Sierra Clean Processing LLC (“SCP”)
On* August 15, 2023,the Company, as lessee, signed a Real Estate and Building Lease Agreement with SCP to lease real property and improvements located at700* Lake Avenue in Silver Springs, Nevada. For thethree-months ended* March 31, 2026and2025*, the fixed operating lease expense was $14,908.
On* July 1, 2024,the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located at600* Lake Avenue in Silver Springs, Nevada. Under the SCP Real Estate and Building Lease, rent payments were $30,000 per month until all necessary and required permits were secured. In* February 2026all required permits were secured which resulted in a decrease in the right-of-use asset and lease liability of $73,792. For thethree*-months ended* March 31, 2026and2025*, the fixed operating lease expense was $215,254 and $217,875, respectively.
On* November 1, 2025,the Company, as lessee, signed a Lease Agreement (the “SCP Storage Lease”) with SCP to lease land and premises located at800* Lake Avenue in Silver Springs, Nevada. Under the SCP Storage Lease, rent payments of $5,000 per month will begin when all necessary and required permits are secured which occurred during the quarter ended* March 31, 2026,and resulted in a decrease in the right-of-use asset and lease liability of $28,116. For thethree* months ended* March 31, 2026*, the fixed operating lease expense was $14,212.
The Company's chief executive officer is an executive and director of SCP.
Minimum lease payments to be paid by the Company by fiscal year for the Company's operating leases are as follows:
| Operating Leases · Finance Leases | ||
|---|---|---|
| For the remainder of 2026 | $2,292,761 | $6,802 |
| 2027 | 3,402,293 | 9,069 |
| 2028 | 3,343,160 | 9,069 |
| 2029 | 3,291,745 | 9,069 |
| 2030 | 3,203,672 | 6,802 |
| Thereafter | 38,940,853 | — |
| Total lease payments | 54,474,484 | 40,811 |
| Less: imputed interest | (35,033,251) | (21,884) |
| Present value of lease liabilities | $19,441,233 | $18,927 |
16
NOTE9 COMMITMENTS AND CONTINGENCIES
AST LICENSE AGREEMENTS
The Company is party tothree license agreements (collectively, the “AST License Agreements”) with AST, pursuant to which the Company agreed to license certain developed technologies of AST for use atthree facilities in exchange forthree facility-specific license fees of $500,000 each, and a royalty fee equal to 1.0% of the gross revenue of each of thefirst three operating facilities. License fees totaling $1,500,000 for the AST licenses were completed in2022, andno additional payments are anticipated. As of* March 31, 2026*, no royalty fees have been paid under the AST License Agreements.
GREAT BASIN PRECEDENT AGREEMENT
On* November 29, 2025,the Company and Great Basin Gas Transmission Company (“Great Basin”) entered into a Precedent Agreement for Great Basin to construct and install pipelines and appurtenant facilities (“Expansion Facilities”) to our properties in Silver Springs Nevada and anticipated to be completed by November 2028.Upon approval of the certificate of public convenience by the Federal Energy Regulatory Commission (“FERC”) authorizing the construction of the Expansion Facilities and prior to commencing construction, Great Basin will tender a Transportation Service Agreement consistent with tariff for rate schedule to the Company. The Transportation Service Agreement will be for a term oftwenty years beginning on November 1, 2028with a daily reserve capacity of 50,000 Dekatherm. Great Basin mayterminate the Precedent Agreement at any time if (1) Great Basin determines that all or any portion of the Expansion Facilities would be operationally and/or economically infeasible; (2) the Company fails to perform its duties and obligations; and (3) Great Basin hasnot* received and accepted a final certificate order from FERC. If the Precedent Agreement is terminated, the Company must reimburse Great Basin all project development and default costs.
Under the Precedent Agreement and a related guaranty executed on* March 31, 2026 (the “Great Basin Guaranty”), the Company has guaranteed the performance of its obligations, including potential reimbursement of its proportionate share of certain project development costs, in the event of specified termination or default events outside of the Company's control. To secure its obligations under the Great Basin Guaranty, the Company is required to provide credit support in the form of a phased surety arrangement, which is collateralized through an escrow account. The surety amount increases over time and is expected to reach approximately $54.0 million by December 31, 2027.The surety remains in effect until modified by Great Basin based on the Company’s payment history and creditworthiness or until the project reaches its in‑service date. The Company recognized a guarantee liability related to the Great Basin Guaranty, which was initially measured at fair value at the time the guaranty was executed. As of March 31, 2026,the carrying amount of the guarantee liability was $475,000, which is included in other long‑term liabilities in the condensed consolidated balance sheets. The corresponding guarantee asset is included in long-term other assets (see Note11*).
INVESTMENT IN LICENSED TECHNOLOGY
Developer (see Note3*)*
On* March 1, 2024,the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”) (See Note3*). For thethree-months ended* March 31, 2026and2025*, the Company recorded $0 and $350,700, respectively, as research and development expense in the condensed consolidated statements of operations. On* March 1, 2024,Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and treat water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $20,000 on the earlier to occur of240* days after receiving a patent for the Developer IP, and, commenced on* February 15, 2025,and for each year thereafter, (i) $10,000 in years1* and2, (ii) $25,000 in years3 and4, and (iii) $75,000 in year5 and thereafter. The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually ($10,000) or together with the Company ($5,000). The scope of the Water License is exclusive unless Comstock electsnot to invest a minimum of $100,000 per calendar quarter after completion of Phase1. As of* March 31, 2026* and* December 31, 2025*, payables to the Developer included in accounts payable on the condensed consolidated balance sheet were $1,332,099.
NREL
On* October 1, 2024,the Company entered into an agreement with a managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”). The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin. The ongoing funding commitment during2026,* and2027 is $1.7 million and $1.5 million, respectively. In2025, the company funded $1,616,928 for the funding commitment. For thethree-months ended* March 31, 2026and2025*, $494,232 and $404,232, respectively, has been funded under the agreement and recognized as research and development expense.
On* October 1, 2024,the Company entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research. Under this licensing agreement, the Company will pay a royalty fee equal to 3% of net sales. The agreement includes minimum annual royalty payments that arenot* applied against future years’ royalty payments. For thethree-months ended* March 31, 2026and2025*, the Company paid $90,000 and $65,000, respectively, in annual royalty fees recognized as research and development expense in our condensed consolidated statement of operations. Annual royalty payments are as follows:
| Minimum Annual Royalty | |
|---|---|
| For the remainder of 2026 · $ · - | |
| 2027 | $95,000 |
| 2028 | $125,000 |
| 2029 | $135,000 |
| 2030 | $150,000 |
| Thereafter | $150,000 |
The Company has sublicensing rights and will pay a royalty fee equal to 15% of any such sublicensing revenue to NREL. The royalty fee and the sublicensing fee will be reduced to 2% and 10%, respectively, upon achievement of certain thresholds.
17
Marathon Petroleum Corporation
On* February 28, 2025,Bioleum, a subsidiary of the Company, entered into a series of definitive agreements with Virent Inc. (“Virent”), which have been assigned to Bioleum and involve the purchase of $14.0 million in Bioleum equity as part of Bioleum’s planned Series A preferred equity financing (“Series A Financing”), subject to a $700 million valuation cap (“Investment”). The purchase price included $1.0 million in cash and $13.0 million in the Marathon SAFE Note (see Note11*) issued in exchange for payment-in-kind assets, on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”). The Investment Agreements, as amended on* September 26, 2025,required the $1.0 million cash portion of the Investment to be made withinfive* business days of the execution by Bioleum ofthird-party investment agreements for at least $25,000,000 in Series A equity financing. The Investment Agreements additionally required Bioleum to grant MPC Investment LLC a lien on the Marathon Payment-In Kind Assets if Bioleum doesnot complete $25,000,000 in the Series A equity financing before* March 31, 2026.In thefirst* quarter of2026, Virent notified the Company that the $1.0 million in addition cash investment wouldnot be extended andno lien on the Marathon Payment-In Kind Assets would be executed. As of* March 31, 2026* and* December 31, 2025,*$20.0 million of Series A equity financing has been completed. The Investment Agreements provided for the grant by Virent to Bioleum of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Marathon Payment-In Kind (“Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars.
OTHER
The Company agreed to pay each of the independent directors a total of $160,000 annually, in cash or shares of common stock, which includes an annual cash payment of $60,000 plus chair and committee meeting fees. The Chair of each Committee is paid an additional cash payment of $20,000 annually. For thethree-months ended* March 31, 2026and2025*, the Company recognized director fees expenses of $396,658 and $200,000, respectively. As of* March 31, 2026* and* December 31, 2025,director fees compensation included in accounts payable on the condensed consolidated balance sheet was $0 and $290,000, respectively. From2023* through2025, the Company accrued $1,475,000 in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock and included in other long-term liabilities on the condensed consolidated balance sheet. In* January 2026,the Company issued shares of stock to these directors to satisfy the amount accrued as of December 31, 2025 (see Note10*).
From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There areno matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
NOTE10 EQUITY
Issuance of Registered Shares of Common Stock
2026 Issuances - For thethree months ended March 31, 2026**
On* January 28, 2026,the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners Group LLC (“Titan Partners”). The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On January 30, 2026,the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026.On March 3, 2026,*Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,499,998 (net proceeds of $6,937,498).
On* January 5, 2026,the Company issued a total of 463,721 shares of common stock of the Company with a fair value of $1,864,159 determined by the closing price per share of our common stock of $4.02 to our non-employee directors for annual director services for the period from January 1, 2022and forward through March 31, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered. All of our non-employee directors elected to take their previously earned and accrued compensation for all of these previous years services in common shares and also agreed to increase the ownership guidelines for owning and holding the Company’s common shares. The stock-based compensation for these professional services will be paid quarterly going forward (see Note9).
On* November 21, 2025,the Company entered into an At the Market Offering Agreement (“2025* Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $100 million from time to time, at our option, on terms we deem favorable. In2026, the Company issued 872,838 registered shares of common stock to Titan Partners for an aggregate sales price of $3,479,179 at an average price per share of $3.99. In2025, the Company issued 589,243 registered shares of common stock to Titan Partners for an aggregate sales price of $2,221,513 at an average price per share of $3.77. At* March 31, 2026*, the2025 Titan ATM Agreement has $96.4 million remaining capacity.
2025 Issuances - For thethree-months ended March 31, 2025**
On* February 3, 2025,the Company issued 66,035 registered shares of its common stock for debt-issuance costs equal to 3% of the principal amount of the2025* Kips Bay Note with a fair value of*$319,149.*
Issuance of Unregistered Shares of Common Stock
2025 Issuances*- For thethree-months ended* March 31, 2025**
| Issuance Date | Issued To | Fair Value | Common Shares Issued |
|---|---|---|---|
| Various | Alvin Fund LLC (“Alvin Fund”) | $142,422 | 35,366 |
| March 20, 2025 | American Science and Technology Corporation (“AST”) | $2,482,200 | 985,000 |
| February 28, 2025 | Former LINICO CEO | $1,860,000 | 775,000 |
| January 27, 2025 | Kips Bay Select LP | $212,766 | 44,024 |
| Total common shares issued | 1,839,390 | ||
18
Noncontrolling Interest
As of* March 31, 2026*, the liquidation preference of the Company’s Series1 Convertible Preferred Shares exceeded Bioleum’s net assets, resulting in substantially all of Bioleum’s losses being attributed to the Company.
On* February 23, 2026,holders of a majority of all the issued and outstanding convertible preferred stock of Bioleum Corporation authorized amended and restated articles of incorporation for Bioleum that (a) modified certain provisions of the articles that holders that made the Series2* Preferred Stock that provided that the Series2 Preferred Stock would convert into20% of the as-converted common shares outstanding at all times prior to a Qualifying IPO or Deemed Liquidation Event (each as defined in such articles of incorporation), effectively eliminating the anti-dilution protection, and (b) removed the restriction prohibiting the conversion of the Company's Series1 Preferred Stock into more than9.9% of the as-converted common shares outstanding, effectively restoring all of the Company's voting rights. Management evaluated the amendment and determined that it represented a modification as opposed to an extinguishment of the existing preferred stock; accordingly,no gain or loss was recognized and the carrying amounts of the Series1 and Series2 Preferred Stock werenot adjusted. The Company considered its consolidation conclusion and determined that Bioleum continues to be consolidated on the same basis as previously reported and the modifications didnot constitute a reconsideration event.
Warrants
Outstanding warrants at* March 31, 2026* and* December 31, 2025* are as follows:
| Number of Warrants as of March 31, 2026 | Number of Warrants as of December 31, 2025 | Exercise Price | Expiration Date | |
|---|---|---|---|---|
| GHF, Inc. | 20,000 | 20,000 | $4.56 | December 31, 2027 |
| GHF, Inc. | 50,000 | 50,000 | $4.56 | December 31, 2027 |
| GHF, Inc. | 50,000 | 50,000 | $4.56 | December 31, 2027 |
| Alvin Fund LLC | 100,000 | 100,000 | $4.56 | December 31, 2027 |
| Underwriter Purchase Warrants | 1,073,334 | 1,073,334 | $2.58 | August 12, 2030 |
| Underwriter Purchase Warrants | 1,463,636 | — | $3.16 | January 28, 2031 |
| Total outstanding warrants | 2,756,970 | 1,293,334 | ||
The following table presents our underwriter purchase warrants at* March 31, 2026*:
| Date of Issuance | Warrants | Initial Exercise Date | Expiration Date | Exercise Price |
|---|---|---|---|---|
| August 14, 2025 | 933,334 | February 8, 2026 | August 12, 2030 | $2.58 |
| September 15, 2025 | 140,000 | February 8, 2026 | August 12, 2030 | $2.58 |
| January 30, 2026 | 1,272,727 | July 27, 2026 | January 28, 2031 | $3.16 |
| March 3, 2026 | 190,909 | July 27, 2026 | January 28, 2031 | $3.16 |
During thethree-months ended* March 31, 2026and2025*, no warrants were exercised or expired.
NOTE11
FAIR VALUE MEASUREMENTS
The following table presents our assets and liabilities measured at fair value on a recurring basis at* March 31, 2026*:
| Fair Value Measurements at | ||||
|---|---|---|---|---|
| Quoted Prices in Active Markets · Significant Other Observable Inputs · Significant Unobservable Inputs | ||||
| Total | (Level 1) | (Level 2) | (Level 3) | |
| Assets: | ||||
| Georges Trust derivative | $136,114 | $— | $136,114 | $— |
| Total assets measured at fair value | $136,114 | $— | $136,114 | $— |
| Liabilities: | ||||
| Marathon SAFE Note | $12,000,000 | $— | $— | $12,000,000 |
| Total liabilities measured at fair value | $12,000,000 | $— | $— | $12,000,000 |
The following table presents our assets and liabilities measured at fair value on a recurring basis at* December 31, 2025*:
| Fair Value Measurements at | ||||
|---|---|---|---|---|
| Quoted Prices in Active Markets · Significant Other Observable Inputs · Significant Unobservable Inputs | ||||
| Total | (Level 1) | (Level 2) | (Level 3) | |
| Assets: | ||||
| Georges Trust derivative | $1,201,114 | $— | $1,201,114 | $— |
| Alvin Fund derivative | 759,682 | — | 759,682 | — |
| Total assets measured at fair value | $1,960,796 | $— | $1,960,796 | $— |
| Liabilities: | ||||
| Marathon SAFE Note | $12,000,000 | $— | $— | $12,000,000 |
| Total liabilities measured at fair value | $12,000,000 | $— | $— | $12,000,000 |
19
VALUATION METHODOLOGIES
Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy.
Derivatives
The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables presents changes in our derivative assets and liabilities for thethree-months ended* March 31, 2026and2025*, measured at fair value:
| As of December 31, 2025 | (Additions) Deductions | Change in Fair Value | Proceeds Received and Payments Made for Change in Contractual Stock Consideration | As of March 31, 2026 | |
|---|---|---|---|---|---|
| Georges Trust derivative | $1,201,114 | $— | $(1,194,000) | $129,000 | $136,114 |
| Alvin Fund derivative | 759,682 | — | 471,985 | (1,231,667) | — |
| Total derivative assets (liabilities) at fair value | $1,960,796 | $— | $(722,015) | $(1,102,667) | $136,114 |
| As of December 31, 2024 | (Additions) Deductions | Change in Fair Value | Payments for Decrease in Contractual Stock Consideration | As of March 31, 2025 | |
|---|---|---|---|---|---|
| 2025 Kips Bay convertible debt derivative | $— | $(1,421,645) | $501,645 | $— | $(920,000) |
| LINICO acquisition-related payable derivative | — | (340,000) | 31,000 | — | (309,000) |
| AST derivative | — | 480,540 | (88,540) | — | 392,000 |
| Haywood derivative | 1,529,850 | — | (1,634,908) | 120,000 | 14,942 |
| Total derivative assets (liabilities) at fair value | $1,529,850 | $(1,281,105) | $(1,190,803) | $120,000 | $(822,058) |
At* March 31, 2026* and* December 31, 2025*, the fair value of the derivative assets (George's Trust and Alvin Fund) were based on a trading price of the Company’s shares of $3.05, and $3.76, respectively. At* March 31, 2025*, fair value of the derivative assets (Decommissioning Services LLC (“Haywood”) and AST) and derivative liabilities (LINICO acquisition-related payable and Kips Bay) were based on a trading price of the Company’s shares of $2.44.
Georges Trust Derivative Instrument
On* August 13, 2025,pursuant to that certain promissory note amendment, dated April 22, 2024,between GHF Inc. and the Company, the Company issued 1,500,000 shares of its common stock to Georges Trust with a fair value of $4,755,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,653,886, then Georges Trust is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,653,886, then the Company is required to pay Georges Trust equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative asset in the amount of $101,114 on the date of the amendment. On March 30, 2026,the Company and the Georges Trust entered into a Second Note Amendment Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the date by which the Company is required to pay any remaining balance due under the Note from April 15, 2026,to July 15, 2026and increased the total consideration to $4,782,886. During thethree*-months ended* March 31, 2026*, the Company paid Georges Trust $129,000 which resulted in a decrease in contractual stock consideration. During thethree-months ended* March 31, 2026*, the Company recorded a loss of $1,194,000 for the change in the fair value of the derivative. At* March 31, 2026*, Georges Trust holds 1,500,000 shares of the Company's stock (see Note 15). The derivative asset is classified within Level2 fair value measurement within the fair value hierarchy.
Alvin Fund Derivative Instruments
On* August 12, 2025,pursuant to that certain short-term promissory note, the Company issued 1,400,000 shares of its common stock to Alvin Fund with a fair value of $4,438,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,504,318, then Alvin Fund is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,504,318, then the Company is required to pay Alvin Fund equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative liability in the amount of $66,318 on the date of the amendment. During thethree*-months ended* March 31, 2026*, the Company recorded a gain of $471,985 for the change in the fair value of the derivative. In thefirst quarter of2026, Alvin Fund sold 1,400,000 shares of the Company's stock for net proceeds of $5,592,009. The Company received cash of $1,231,667 representing cash from the sale of the common shares in excess of amounts owed. The derivative asset was classified within Level2 fair value measurement within the fair value hierarchy. At* March 31, 2026*, the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.
Marathon SAFE Note Instrument
On* February 28, 2025,Bioleum, the Company's subsidiary, entered into a series of definitive agreements with Virent, which have been assigned to Bioleum and involve the purchase of Bioleum equity as part of Bioleum’s planned Series A Financing (see Note9*). As of* February 28, 2025,the Company recognized the Marathon SAFE Note liability of $12.0 million on the condensed consolidated balance sheets in connection with the agreement with Virent and elected to account the Marathon SAFE Note liability under the fair value option. The Marathon SAFE Note liability was estimated with assistance fromthird*-party valuation specialists and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35% and a discounting period range of 0.25 to 0.84 years. At* March 31, 2026*, the fair value of the Marathon SAFE Note liability was estimated at $12.0 million and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35% and a discounting period range of 0.25 to 0.75 years. The Marathon SAFE Note liability was classified as a Level3 fair value measurement within the fair value hierarchy.
20
For thethree-months ended* March 31, 2026*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.
| Present Value of Marathon SAFE Note | Discount Rate | Period Range |
|---|---|---|
| $12.0 million | 35% | 0.25 years to 0.75 years |
For thethree-months ended* March 31, 2025*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.
| Present Value of Marathon SAFE Note | Discount Rate | Period Range |
|---|---|---|
| $12.0 million | 35% | 0.25 years to 0.84 years |
Great Basin Guarantee
On* March 31, 2026,the Company and Great Basin executed the Great Basin Guaranty (see Note9*). As of* March 31, 2026,the Company recorded a guarantee liability of $475,000 and a corresponding guarantee long-term asset, measured at fair value at the time the guaranty was executed, on the condensed consolidated balance sheets. The Great Basin Guaranty liability was estimated with the assistance ofthird*-party valuation specialists and valued using a Probability‑Weighted Expected Return Method (“PWERM”), which considers multiple discrete future outcomes and probability‑weights the expected discounted cash flow approach associated with each scenario using a probability weighted present value with the discount factor based on published venture capital rate of returns of 35%. The scenarios used in the valuation included a base case, late failure case and early failure case with probabilities of95%, 4% and1%, respectively, with each case scenario reflecting the surety payments anticipated and anticipated repayments. The Great Basin Guaranty liability was classified as a Level3 fair value measurement within the fair value hierarchy.
Other Financial Instruments
At* March 31, 2026*, the carrying amount of cash and cash equivalents, notes receivable, equipment deposits, Flux Photon payable, and reclamation bond approximates fair value because of the short-term maturity of these financial instruments.
NOTE12 NET INCOME (LOSS) PER COMMON SHARE
Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For thethree-months ended* March 31, 2026and2025*, all common stock equivalent shares, which is limited to outstanding warrants (Note10) are antidilutive.
NOTE13 SEGMENT REPORTING
We have the following segments and reporting units: Fuels, Metals, Mining, Strategic Investments and Corporate. Summarized financial information relating to our reportable segments is provided below. For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer. For our Fuels Segment, our CODM is the President of Bioleum. For the Metals segment, our CODM is the Metals President. For the Mining segment, our CODM is its President and our chief financial officer.
The Company plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.
The Company’s total revenue for thethree-months ended* March 31, 2026*, consisted of the following:
| Metals | Mining | Strategic Investments | Corporate | Bioleum | Total | |
|---|---|---|---|---|---|---|
| Mining and Real Estate | $— | $33,750 | $— | $4,500 | $— | $38,250 |
| Recycling | 40,887 | — | — | — | — | 40,887 |
| Decommissioning Services | 228,383 | — | — | — | — | 228,383 |
| Off-take | 5,936 | — | — | — | — | 5,936 |
| Total Revenue | $275,206 | $33,750 | $— | $4,500 | $— | $313,456 |
The Company’s total revenue for thethree-months ended* March 31, 2025*, consisted of the following:
| Metals | Mining | Strategic Investments | Corporate | Bioleum | Total | |
|---|---|---|---|---|---|---|
| Mining and Real Estate | $— | $32,250 | $— | $4,800 | $— | $37,050 |
| Decommissioning Services | 743,912 | — | — | — | — | 743,912 |
| Off-take | 4,853 | — | — | — | — | 4,853 |
| Total Revenue | $748,765 | $32,250 | $— | $4,800 | $— | $785,815 |
For thethree-months ended* March 31, 2026*, three customers, Atlantic Iron & Metals, Southern Company and Virtus Renewables, accounted for over10% of our revenues. For thethree-months ended* March 31, 2025*, one customer, RWE, accounted for over10% of our revenues. At* March 31, 2026*, three customers, Illuminate, Southern Company and Kiewitt, each individually accounted for over10% of our accounts receivable balance. At* December 31, 2025,one customer, RWE, accounted for over10%* of our revenues andtwo customers, Illuminate and Alpaugh North LLC, accounted for over10% of our accounts receivable balance. At* March 31, 2026*, Comstock Metals billed $537,185 of which $274,954 million was for decommissioning services, recycling fees and off-take revenue and $262,231 of which represents fees for recycling services that havenot yet been completed and are recognized as deferred revenue. As of* March 31, 2026*, total deferred revenue for these services were $250,917.
21
| Three-Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, 2026 | Metals | Mining(1) | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated |
| Revenue | $275,206 | $33,750 | $— | $4,500 | $313,456 | $— | $313,456 |
| Cost of goods sold | $599,810 | $— | $— | $— | $599,810 | $— | $599,810 |
| Selling and marketing | $34,572 | $— | $— | $322,344 | $356,916 | $3,558 | $360,474 |
| General and administrative | $1,343,841 | $316,965 | $1,487 | $2,216,069 | $3,878,362 | $2,329,937 | $6,208,299 |
| Research and development | $53,964 | $2,080 | $— | $— | $56,044 | $2,040,198 | $2,096,242 |
| Depreciation and amortization | $67,059 | $40,068 | $— | $19,646 | $126,773 | $1,264,611 | $1,391,384 |
| Gain on sale of royalty rights | $— | $(1,400,010) | $— | $— | $(1,400,010) | $— | $(1,400,010) |
| Loss from operations | $(1,824,040) | $1,074,647 | $(1,487) | $(2,553,559) | $(3,304,439) | $(5,638,304) | $(8,942,743) |
| Total other income (expense), net | $(629) | $49,172 | $— | $(458,270) | $(409,727) | $(30,947) | $(440,674) |
| Net loss | $(1,824,669) | $1,123,819 | $(1,487) | $(3,011,829) | $(3,714,166) | $(5,669,251) | $(9,383,417) |
| Interest Expense | $629 | $722 | $— | $85,656 | $87,007 | $60,986 | $147,993 |
| Equity method investment loss | $— | $— | $— | $(227,844) | $(227,844) | $(24,000) | $(251,844) |
| Capital Expenditures | $5,658,199 | $— | $— | $— | $5,658,199 | $18,733 | $5,676,932 |
| (1) Mining segment - asset held for sale (see Note 5) | |||||||
| Three-Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, 2025 | Metals | Mining(1) | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated |
| Revenue | $748,765 | $32,250 | $— | $4,800 | $785,815 | $— | $785,815 |
| Cost of goods sold | $886,796 | $— | $— | $— | $886,796 | $— | $886,796 |
| Selling and marketing | $13,544 | $— | $— | $222,842 | $236,386 | $988 | $237,374 |
| General and administrative | $494,552 | $164,238 | $2,786 | $2,098,114 | $2,759,690 | $261,401 | $3,021,091 |
| Research and development | $36,627 | $1,441 | $— | $1,114,045 | $1,152,113 | $2,151,805 | $3,303,918 |
| Depreciation and amortization | $62,619 | $45,288 | $— | $19,896 | $127,803 | $247,581 | $375,384 |
| Loss from operations | $(745,373) | $(178,717) | $(2,786) | $(3,450,097) | $(4,376,973) | $(2,661,775) | $(7,038,748) |
| Total other income (expense), net | $— | $(1,589,477) | $31,000 | $(419,608) | $(1,978,085) | $(77,098) | $(2,055,183) |
| Net loss | $(745,373) | $(1,768,194) | $28,214 | $(3,869,705) | $(6,355,058) | $(2,738,873) | $(9,093,931) |
| Interest Expense | $— | $921 | $— | $572,714 | $573,635 | $85,509 | $659,144 |
| Equity method investment income | $— | $— | $— | $41,438 | $41,438 | $— | $41,438 |
| Acquisitions to intangible assets | $— | $— | $— | $— | $— | $180,000 | $180,000 |
| Capital Expenditures | $206,822 | $— | $— | $— | $206,822 | $34,051 | $240,873 |
| (1) Mining segment - asset held for sale (see Note 5) | |||||||
22
| As of March 31, 2026 | Metals | Mining(1) | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current Assets: | |||||||
| Cash and cash equivalents | $38,559 | $69,904 | $— | $48,967,393 | $49,075,856 | $3,891,945 | $52,967,801 |
| Accounts receivable | $311,600 | $— | $— | $— | $311,600 | $— | $311,600 |
| Derivative assets | $— | $— | $— | $136,114 | $136,114 | $— | $136,114 |
| Other current assets | $123,791 | $15,772 | $— | $438,373 | $577,936 | $241,784 | $819,720 |
| Assets held for sale | $— | $22,420,250 | $— | $312,043 | $22,732,293 | $— | $22,732,293 |
| Total current assets | $473,950 | $22,505,926 | $— | $49,853,923 | $72,833,799 | $4,133,729 | $76,967,528 |
| Non-current Assets: | |||||||
| Investments | $— | $— | $55,348,221 | $— | $55,348,221 | $1,055,371 | $56,403,592 |
| Properties, plant and equipment, net | $15,331,016 | $79,030 | $6,328,338 | $24,152 | $21,762,536 | $14,333,844 | $36,096,380 |
| Intangible assets, net | $— | $— | $— | $— | $— | $23,962,994 | $23,962,994 |
| Goodwill | $— | $— | $— | $— | $— | $1,507,154 | $1,507,154 |
| Other assets | $8,452,245 | $913,754 | $730,596 | $475,000 | $10,571,595 | $12,624,290 | $23,195,885 |
| Total non-current assets | $23,783,261 | $992,784 | $62,407,155 | $499,152 | $87,682,352 | $53,483,653 | $141,166,005 |
| TOTAL ASSETS | $24,257,211 | $23,498,710 | $62,407,155 | $50,353,075 | $160,516,151 | $57,617,382 | $218,133,533 |
| (1) Mining segment - asset held for sale (see Note 5) | |||||||
| As of December 31, 2025 | Metals | Mining(1) | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current Assets: | |||||||
| Cash and cash equivalents | $183,458 | $149,060 | $— | $9,425,807 | $9,758,325 | $7,193,320 | $16,951,645 |
| Accounts receivable | $287,874 | $(152) | $— | $— | $287,722 | $1,000,000 | $1,287,722 |
| Derivative assets | $— | $— | $— | $1,960,796 | $1,960,796 | $— | $1,960,796 |
| Other current assets | $96,180 | $1,975 | $— | $166,977 | $265,132 | $192,684 | $457,816 |
| Total current assets | $567,512 | $150,883 | $— | $11,553,580 | $12,271,975 | $8,386,004 | $20,657,979 |
| Non-current Assets: | |||||||
| Investments | $— | $— | $38,426,065 | $— | $38,426,065 | $1,079,371 | $39,505,436 |
| Properties, plant and equipment, net | $2,387,121 | $7,160,772 | $6,328,338 | $355,841 | $16,232,072 | $13,654,137 | $29,886,209 |
| Intangible assets, net | $— | $— | $— | $— | $— | $24,943,388 | $24,943,388 |
| Goodwill | $— | $— | $— | $— | $— | $1,507,154 | $1,507,154 |
| Other assets | $13,563,776 | $16,109,357 | $730,596 | $9,400,000 | $39,803,729 | $13,300,742 | $53,104,471 |
| Total non-current assets | $15,950,897 | $23,270,129 | $45,484,999 | $9,755,841 | $94,461,866 | $54,484,792 | $148,946,658 |
| TOTAL ASSETS | $16,518,409 | $23,421,012 | $45,484,999 | $21,309,421 | $106,733,841 | $62,870,796 | $169,604,637 |
| (1) Mining segment - asset held for sale (see Note 5) | |||||||
23
NOTE14 RELATED PARTY TRANSACTIONS
The following related party transactions occurred during thethree-months ended* March 31, 2026and2025*.
TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND
At* December 31, 2025,the Company had an advance to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026*, the Company advanced an additional $5,750,000. On* March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share. On March 30, 2026,the Company subscribed to and invested an additional $2,000,000 for 3,076,923 additional shares of SSOF common stock, also at $0.65 per share. These investments increased the Company's ownership to 40.66% (see Notes3* and4). At* March 31, 2026* and* December 31, 2025,the Company owns 37,620,726 and 11,236,111 shares, respectively, of SSOF common stock, representing an ownership of 40.66% and 16.99%, respectively, on a fully diluted, if converted basis. SSOF is a qualified opportunity zone fund, which owns 100% of Sierra Springs Enterprises Inc. (“SSE”), a qualified opportunity zone business (see also Notes3* and4). SSE and its subsidiaries own or control approximately 2,200 acres of land, a manufacturing facility, significant junior and effluent water rights, sewer rights and also owns and operates Sierra Clean Processing LLC and the Silver Springs Regional Airport LLC.
The Company's chief executive officer co-founded SSOF and SSE, and serves as the principal executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE. Our chief executive officer andtwo of our directors have separately invested $525,000 into SSOF consisting of 6,624,333 voting shares of SSOF which represents 7.16% of the total as converted SSOF shares of common stock. The Company's chief executive officer hasnot received compensation from either SSOF or SSE.
TRANSACTIONS INVOLVING FLUX PHOTON
On* September 7, 2021,the Company entered into the FPC Asset Purchase Agreement (as defined below) with Flux Photon to acquire the Flux Photon Assets. The purchase price payable for the Flux Photon Assets was $18,000,000 payable in cash to Flux Photon at a rate equal to 20% of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of $18,000,000 has been fully paid. The Company assigned the Flux Photon Assets (as defined below) to the Company immediately after closing. On December 10, 2021,the FPC Asset Purchase Agreement was amended to provide for the payment by the Company of a $350,000 down payment against the purchase price, with a remaining performance-based cash payment of $17,650,000 required under the FPC Asset Purchase Agreement. The Company's former chief technology officer, former director of the Company and former chief executive officer of Bioleum, is also the owner of100%* of the outstanding common stock of Flux Photon and as such was the indirect beneficiary of all payments made to Flux Photon pursuant to the FPC Asset Purchase Agreement.
On* December 28, 2023,the Company entered into an amendment (the“2023* FPC Asset Purchase Agreement Amendment”) with Flux Photon to amend that certain Asset Purchase Agreement, dated on* September 7, 2021,and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”). Pursuant to the2021* FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “Flux Photon Assets”). The original purchase price included a payable for the Flux Photon Assets of $17,650,000, payable only from 20% of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries until the purchase price has been fully paid. The2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to Flux Photon to $16,850,000. On* December 28, 2023,the Company paid $200,000 on this payable which was accounted for as an acquisition of intellectual property. The remaining balance of $16,650,000 will be paid to Flux Photon from future cash flows. During2024,* the Company paid an additional $275,000 to Flux Photon reducing the remaining payable from future cash flows to $16,375,000.
On* May 21, 2025,the Company and Flux Photon amended the2023* FPC Asset Purchase Agreement Amendment (the*“2025* FPC Asset Purchase Agreement Amendment”). The original2021 purchase price included a payable for the Flux Photon Assets of $18,000,000, payable only from 20% of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its subsidiaries until the purchase price was fully paid (the “Earn Out”). From2021 through* May 21, 2025,the Company advanced $1,150,000 in cash and applied an $800,000 discount in consideration for those advance payments, resulting in a remaining balance of $16,050,000 as of May 21, 2025.*
Flux Photon Earn Out
On* May 21, 2025,in connection with the restructured acquisition of Bioleum and the execution and delivery of the Bioleum Transaction Documents, the Company and Flux Photon entered into the FPC Asset Purchase Agreement Amendment. Under the FPC Asset Purchase Agreement Amendment, the Company committed to a final settlement of $10.0 million of the existing Earn Out obligation. To satisfy this commitment, the Company issued 2,000,000 shares of common stock of the Company,1,700,000 of such shares went towards settling $10.0 million of the Earn Out, with true up provisions for any proceeds received by Flux Photon that are below or in excess of $10.0 million, and the other 300,000 shares of common stock as settlement with certain Flux Photon affiliates. In2025,* Flux Photon sold all 1,700,000 shares of the Company's stock for net proceeds of $4,726,187 with a remaining amount owed to Flux Photon pursuant to the FPC Asset Purchase Agreement of $5,273,813 which was recognized as Flux Photon payable in the condensed consolidated balance sheet (see Note15).
Payable to Flux Photon (see Note7*)*
Pursuant to the2025 FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional$6,050,000 cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement. A portion of this remaining obligation to be paid by either the Company, at a rate equal to $120,000 per month for18 months, and $60,000 per month thereafter, or Bioleum, at a rate of 2% of financing raised by itself, until such time as the entire remaining amount is paid in full settlement of the remaining Earn Out by both the Company and Bioleum. As of* March 31, 2026* and* December 31, 2025,the Company has paid $1,480,000 and $1,000,000, respectively, directly toward that obligation with the remaining $4,570,000 required to satisfy the Flux Photon cash obligation. Since the payments arenot* interest bearing, the Company calculated the implied interest of $1,581,383 on the future cash payments using an implied interest rate of 9.76% which was recognized as a discount on the obligation of $6,050,000 to be recognized over the payment term. As of* March 31, 2026*, the liability has a balance of $3,430,278, net of imputed interest, consisting of a short-term payable of $877,629 (see Note7) and long-term payable of $2,552,649 in Flux Photon payable in the condensed consolidated balance sheet for future payments due under the2025 FPC Asset Purchase Agreement Amendment. For thethree-months ended* March 31, 2026and2025*, the Company recognized interest expense of $111,946 and $0, respectively, which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the commitment is non-interest bearing.
24
| As of March 31, 2026 | As of December 31, 2025 | |
|---|---|---|
| Flux Photon earn out | $5,273,813 | $5,273,813 |
| Payable to Flux Photon | 3,430,278 | 3,793,487 |
| Total Flux Photon payable | $8,704,091 | $9,067,300 |
| Less: current payable | (877,629) | (1,143,412) |
| Long-term Flux Photon payable | $7,826,462 | $7,923,888 |
BIOLEUM FOUNDERS SHARES
On* May 22, 2025,Bioleum issued 2.0 million Series2* Convertible Preferred Shares to the Founders Group in exchange for the assignment of developed technologies. A member of the Founders Group is an immediate family member of the chief executive officer. Additionally, the Founder’s Group includedtwo former officers of the Company andone former officer and director of the Company.
TRANSACTIONS INVOLVING COMSTOCK METALS
In2023, the Company acquired a metal recycling furnace from the Metals President for a $375,000 payable from a portion of future excess cash flows. As of* December 31, 2025and2024,* the furnace is included in property, plant, and equipment, net, and the related obligation is recorded in other long-term liabilities. For thethree-months ended* March 31, 2026and2025*, The Company recognized depreciation expense of $4,688 on the furnace.
On* December 22, 2025,Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President. Pursuant to the agreement, all units vest on achieving a performance condition for the sale and/or liquidation of Comstock Metals if the Metals President remains employed through December 22, 2030.*
OTHER
Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the buildings at600 Lake Avenue, Silver Springs, Nevada which the Company entered into a Building Lease on* August 15, 2023.Sierra Clean Processing LLC also owns the building at700* Lake Avenue, Silver Springs, Nevada which the Company entered into a Real Estate and Building Lease on* August 1, 2024 (see Note8*). Sierra Clean Processing LLC also owns the land at800 Lake Avenue, Silver Springs, Nevada which the Company entered into a Storage Lease on* November 1, 2025 (see Note8*). The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.
NOTE15 SUBSEQUENT EVENTS
On* April 6, 2026,the Company issued to Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Note14*). If and to the extent that the sale of the shares results in net proceeds greater than*$5,273,813,* then Flux Photon is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than*$5,273,813,* then the Company is required to pay Flux Photon equal to such shortfall.
From* April 6, 2026through April 16, 2026,the Company issued a total of 63,944 shares of common stock of the Company to our non-employee directors for annual director services for the period from April 1, 2026through June 30, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered.
On* April 30, 2026,*the Company invested an additional $2,000,000 into SSOF for an additional 3,076,923 shares of SSOF common stock, also at $0.65 per share. These investments increased the Company's ownership to approximately 42.57%.
On* May 6, 2026,the Company was notified that Georges Trust had sold the previously issued 1,500,000 shares of the Company’s common stock in connection with extinguishing a promissory note payable in2025* (see Note11). The net proceeds from the sale of those shares exceeded the amounts required to extinguish the principal and interest due on the note by approximately $500,000 which will be received by the Company in thesecond quarter of2026.
25
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.