Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2024

 

 

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada			001-35200			65-0955118
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

 

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.000666 per share			LODE			NYSE AMERICAN

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

 

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of Comstock Inc. (the “Company”), entered into an Exclusive License Agreement dated October 11, 2023 (the “License Agreement”), with RenFuel K2B AB (“RenFuel”). On November 17, 2024, Comstock Fuels and RenFuel executed an amendment to the Exclusive License Agreement to expand the territory from North, Central, and South America to include Australia, New Zealand, and Vietnam.  

 

The foregoing description of the amendment to the License Agreement is qualified in its entirety by reference to the full text of the amendment to the License Agreement, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

10.1		Amendment to License Agreement
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	COMSTOCK INC.
Date: November 19, 2024	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis Executive Chairman and Chief Executive Officer

 

 

Exhibit 10.1

 

 

RENFUEL K2B AB

SE-102 48, Box 5845

Stockholm, Sweden

 

RE:	Amendment to Exclusive License Agreement

 

Reference is hereby made to that certain Exclusive License Agreement (“ELA”) dated October 11, 2023 by and between COMSTOCK FUELS CORPORATION (“Purchaser”) and RENFUEL K2B AB (“Company”). Capitalized terms used but not defined herein shall have that meaning ascribed to them in the ELA. This letter agreement (“Letter Agreement”), dated as of November 17, 2024, and effective as of AUGUST 1, 2024 (“Effective Date”), shall state the terms and conditions under which Licensor and Licensee shall agree to amend the ELA.

 

1.	Definitions. The capitalized term “Territory” shall be hereby amended in its entirety as follows:

 

“Territory means North America, Central America, South America, Australia, New Zealand, and Vietnam.”

 

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

 

3.

Authorization. Each Party hereby agrees, represents and warrants that it has all requisite power and authority to execute, deliver and perform this Amendment; that this Amendment has been duly and validly executed and delivered and constitutes legal, valid and binding obligations of such Party; and, that the execution, delivery and performance by such Party of this Agreement and the consummation of the actions contemplated herein have been duly authorized by all necessary action.

 

IN WITNESS WHEREOF the Parties have duly executed, or caused their duly authorized representative, to execute this Letter Agreement.

 

Regards, COMSTOCK FUELS CORPORATION   By:        /s/ Kevin Kreisler                Name:   Kevin Kreisler Title:     Chief Technology Officer

 

RENFUEL K2B AB

 

By:        /s/ Johan Lochen               

Name:   Johan Lochen

Title:     Chief Executive Officer

 

 

Exhibit 99.1

 

COMSTOCK FUELS AMENDS LICENSE WITH RENFUEL

Expands Territory in Advance of Accelerating Project Development in Pacific Rim

 

 

VIRGINIA CITY, NEVADA, November 19, 2024 – Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced the execution by its subsidiary, Comstock Fuels Corporation (“Comstock Fuels”), of an amendment to its exclusive license agreement with RenFuel K2B AB (“RenFuel”) for use of RenFuel’s patented catalytic esterification process to refine Comstock Fuels’ proprietary Bioleum^TM biointermediates. The amendment expanded the territory from North America, Central America, and South America to include Australia, New Zealand and Vietnam to facilitate ongoing project development by licensees of Comstock Fuels broader lignocellulosic biomass refining process.

 

Johan Löchen, RenFuel’s chief executive officer, stated, “Comstock and its licensees are making great and rapid progress developing sites for construction of demonstration and commercial scale facilities based on Comstock’s Bioleum refining process, including RenFuel’s patent catalytic esterification process. Our partnership with Comstock has been productive in many ways and we are pleased with the rapid progress and the mutual benefits of expanding the scope of our collaboration and our license.”

 

David Winsness, Comstock Fuels’ president, added, “Our patented and patent-pending technologies integrate proven systems from multiple industries in new ways to create a new class of petroleum refinery – a Bioleum Refinery, to refine abundant woody biomass into renewable fuels at market-leading yields and profitability. The RenFuel process is a key enabling step in that integration and we continue to be excited to work with the RenFuel team on our combined commercialization efforts.”

 

About RenFuel K2B AB

 

RenFuel innovates technologies that contribute to decarbonization and circularity by effectively turning under-utilized biomass waste and residues into renewable fuels and materials. To learn more, please visit www.renfuel.se.

 

About Comstock Fuels Corporation

 

Comstock Fuels delivers advanced lignocellulosic biomass refining solutions that set industry benchmarks for production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 125 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, lignin content, site conditions, and other process parameters.

 

 

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Comstock Fuels plans to directly build, own, and operate a network of Bioleum Refineries in the U.S. to refine 50 million tons of biomass annually into 8 billion gallons of renewable fuel by 2035, corresponding to 50% of the U.S. renewable fuel mandate. Comstock Fuels is currently evaluating a number of U.S. sites for construction of its demonstration scale facility to validate its fully integrated process at 75,000 tons per year, paving the way for rapid full-scale commercialization. Comstock Fuels also licenses is advanced refining solutions to third parties for additional production in the U.S. and global markets, including several recently announced and other pending projects. To learn more, please visit www.comstockfuels.com.

 

About Comstock Inc.

 

Comstock Inc. (NYSE: LODE) innovates and commercializes technologies that are deployable across entire industries to contribute to global decarbonization and the clean energy transition by efficiently extracting and converting under-utilized natural resources, such as waste and other forms of woody biomass into renewable fuels, and end-of-life electronics into recovered electrification metals. Comstock’s innovations group is also developing and using artificial intelligence technologies for advanced materials development and mineral discovery for sustainable mining. To learn more, please visit www.comstock.inc.

 

Comstock Social Media Policy

 

Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its Twitter, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 

Contacts

 

For investor inquiries:

RB Milestone Group LLC

Tel [phone]

[e-mail]

 

For media inquiries or questions:

Comstock Inc., Tracy Saville

Tel [phone]

[e-mail]

 

 

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Forward-Looking Statements

 

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; business opportunities, growth rates, future working capital, needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.

 

 

Document And Entity Information	Nov. 17, 2024
Document Information [Line Items]
Entity, Registrant Name	COMSTOCK INC.
Document, Type	8-K
Document, Period End Date	Nov. 17, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-35200
Entity, Tax Identification Number	65-0955118
Entity, Address, Address Line One	117 American Flat Road
Entity, Address, City or Town	Virginia City
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89440
City Area Code	775
Local Phone Number	847-5272
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LODE
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001120970

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