LODE 10-K & 10-Q changes, risk factors and insider trading
Comstock Inc. · NYSE · Industrial Organic Chemicals · CIK 1120970 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Oursee in full comparisondebt andlease agreements contain certain restrictive covenants and customary events of default.These restrictive covenants limit our ability to take certain actions, such as, among other things: make restricted payments; incur additional debt and issue certain preferred stock; create liens; engage in mergers or consolidations or transfer all or substantially all of our assets; make certain dispositions and transfers of assets; place limitations on the ability of our restricted subsidiaries to make distributions; enter into transactions with affiliates; and guarantee indebtedness.One or more of these restrictive covenants may limit our ability to execute our preferred business strategy, take advantage of business opportunities, or react to changing industry conditions.
Our ability to make requiredsee in full comparisonpaymentsminimumof principalrent andinterestotheronamounts due under ourdebtleases will depend on our future performance and the other cash requirements of our business. Our performance is subject to general economic, political, financial, competitive, and other factors that are beyond our control in addition to challenges that are unique to the Company. We cannot provide any assurance that our business will generate sufficient cash flow from operations or thatfutureadditionalborrowingsfinancing or other sources of liquidity will be available in an amount sufficient to enable us toservice our indebtedness andmeet lease obligations.
Upon an event of default, if not waived by oursee in full comparisonfinancing parties,lessors, ourfinancing partieslessors maydeclareexercise contractual and statutory remedies, including terminating one or more leases; seeking to recover some or allamountsremainingoutstanding as duerent andpayable,other amounts (subject to mitigation, offsets, and present‑value discounting where applicable); drawing on letters of credit or security deposits; enforcing landlord liens; or requiring us to vacate premises, which may cause cross-defaults under our other obligations. If our currentfinancinglessorspartiespursueacceleratethesethe maturity of our indebtedness or obligations,remedies, we may not have sufficient capital available at that time to pay the amounts dueto our financing partieson a timely basis, and there is no guarantee that we would be able to repay, refinance, or restructure the payments on suchdebt andlease obligations. Further, thefinancinglessorspartiescouldwouldexercisehaveremediesthe right to foreclose onagainst certain of our assets, including drawing on letters of credit or security deposits, enforcing statutory or contractual landlord liens, terminating our leases, or requiring us to vacate premises, which could have a material adverse effect on our Company.
We and other participants in the biomass-based diesel industry rely on governmental programs requiring or incentivizing the consumption of biofuels. Biomass-based diesel has historically been more expensive to produce than petroleum-based diesel fuel and these governmental programs support a market for biomass-based diesel that might not otherwise exist. One of the most important of these programs is the RFS II, a federal law that requires that transportation fuels in the United States contain a minimum amount of renewable fuel. This program is administered by the EPA. The EPA's authority includes setting annual minimum aggregate levels of consumption in four renewable fuel categories, including the two primary categories in which we plan to compete, biomass-based diesel and advanced biofuel. The parties obligated to comply with this RVO, are petroleum refiners and petroleum fuel importers. The petroleum industry is strongly opposed to the RFS II and can be expected to continue to press for changes both in the RFS II itself and in the way that it is administered by the EPA.see in full comparisonFor 2024, the advanced biofuel RVO has been set at 6.54 billion gallons.The U.S. Congress could repeal, curtail or otherwise change the RFS II program in a manner adverse to us. Similarly, the EPA could curtail or otherwise change its administration of the RFS II program in a manner adverse to us, including by not increasing or even decreasing the RVO, by waiving compliance with the RVO or otherwise. We cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our revenues, earnings and financial condition.
Our outstandingsee in full comparisonindebtedness andlease payment obligations, and the covenants contained inour debt agreements andthe documents governing such obligations could have a material adverse effect on our operations and financial condition. The size and terms of certain of our lease agreementslimitsmay limit our ability to obtainadditional debtfinancing to fund future working capital, acquisitions, capital expenditures, engineering and product development costs, and other general corporate requirements. Other consequences for our operations could include:
Full comparison: every changed paragraph (17)
An investment in our securities involves risk. You should carefully consider the following risk factors,factors in addition toand those discussed elsewhere in this report, in evaluating our Company, its business, its industry and prospects. The risks described below are not the only ones facing us. Additional risks not presently known to us, or that we currently deem immaterial, may also have a material adverse effect on us. The following risks could cause our business, financial condition, results of operations or cash flows to be materially and adversely affected. In that case, the market price of our securities could decline, and you could lose all or part of your investment.
If we are unable to generate cash flows from our planned operating activities in our Fuels and Metals Segments,Segment, then it is unlikely that the cash generated from our Strategic Investments Segment will suffice as a source of the liquidity necessary for anticipated working capital requirements. There is no assurance that the Company’s initiatives to improve its liquidity and financial position will be successful, including increasing and maintaining a sufficient quantity of authorized common stock available for raising equity capital. Accordingly, there would be substantial risk that the Company would be unable to continue as a going concern. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of the Company, the Company’s creditors would be entitled to payment in full out of the Company’s assets before holders of common stock would be entitled to any payment, and the claims on such assets may exceed the value of such assets.
We have a limited operating history. The success of our Company is significantly dependent on the completion of uncertain future events, including the financing, development, permitting, construction, commissioning, start-up, and initiation of sustainable throughput of our planned lignocellulosic fuels and renewable electrification metals production facilities, the discovery and exploitation of mineralized materials on our properties, selling the rights to exploit those materials, and/or commercializing our other diversified production and processing activities. If our business plan is not successful and we are not able to operate profitably, then our securities may become worthless, and investors may lose all of their investment in our Company.
We and other participants in the biomass-based diesel industry rely on governmental programs requiring or incentivizing the consumption of biofuels. Biomass-based diesel has historically been more expensive to produce than petroleum-based diesel fuel and these governmental programs support a market for biomass-based diesel that might not otherwise exist. One of the most important of these programs is the RFS II, a federal law that requires that transportation fuels in the United States contain a minimum amount of renewable fuel. This program is administered by the EPA. The EPA's authority includes setting annual minimum aggregate levels of consumption in four renewable fuel categories, including the two primary categories in which we plan to compete, biomass-based diesel and advanced biofuel. The parties obligated to comply with this RVO, are petroleum refiners and petroleum fuel importers. The petroleum industry is strongly opposed to the RFS II and can be expected to continue to press for changes both in the RFS II itself and in the way that it is administered by the EPA. For 2024, the advanced biofuel RVO has been set at 6.54 billion gallons. The U.S. Congress could repeal, curtail or otherwise change the RFS II program in a manner adverse to us. Similarly, the EPA could curtail or otherwise change its administration of the RFS II program in a manner adverse to us, including by not increasing or even decreasing the RVO, by waiving compliance with the RVO or otherwise. We cannot predict what changes, if any, will be instituted or the impact of any changes on our business, although adverse changes could seriously harm our revenues, earnings and financial condition.
Product defects or problems with integrating our products withand other vendors’ products may seriously harm our business and reputation.
Our short-term plans include the sale of non-strategic and other investments and assets. The success of these plans depends on the market prices and demand for the purchase of such investments and assets. We may not be able to generate sufficient funds from the sale of these investments and assets to pay off our indebtedness we may incur or offset our other liquidity needs. Our ability to sell one or more of our investments or assets in response to changing economic, financial and investment conditions may be limited. We cannot predict whether we will be able to sell any of our investments or assets for the price or terms set by us, or whether any price or other terms offered by a prospective buyer would be acceptable to us.
Our employees utilize third-party artificial intelligence ("AI") tools and services—such as ChatGPT, Grok, Microsoft Copilot, and similar solutions—through the Company’s paid accounts with such tools and services to assist with coding, content creation, data analysis, and other business functions. The use of these AI-driven technologies presents inherent risks. These systems often rely on cloud-based platforms or large language models maintained by third-party vendors, over which we have limited visibility and control. As a result, information exchanged with these systems may not remain confidential, secure, or protected in the manner we intend, which poses risks to the protection of data, including the potential exposure of our proprietary confidential information to unauthorized recipients and the misuse of our or third-party intellectual property.
Our ability to execute our strategic plans dependsoften depend upon our success in obtaining a variety of required governmental approvals that may be opposed by third parties.
Because certain of our land holdings are within the Carson River Mercury Superfund Site, our operations are subject to certain soil sampling and potential remediation requirements, which may result in added costs and delays; and we are also potentially subject to further costs as the result of on-going government investigation and future remediation decisions.
We have made, and could make in the future, investments in other companies, including privately-held companies in a development stage, including Green Li-ion and most recently RenFuel.RenFuel IP. Many of these equity investments in private companies are inherently risky because the companies’ businesses may never develop, and we may incur losses related to these investments.
Diversity in application of accounting literature in the mining and renewableour industries may impact our reported financial results.
Our indebtedness andlease payment obligations could adversely affect our operations, financial condition, cash flow, and operating flexibility.
Our outstanding indebtedness and lease payment obligations, and the covenants contained in our debt agreements andthe documents governing such obligations could have a material adverse effect on our operations and financial condition. The size and terms of certain of our lease agreements limitsmay limit our ability to obtain additional debt financing to fund future working capital, acquisitions, capital expenditures, engineering and product development costs, and other general corporate requirements. Other consequences for our operations could include:
Our ability to make required paymentsminimum of principalrent and interestother onamounts due under our debtleases will depend on our future performance and the other cash requirements of our business. Our performance is subject to general economic, political, financial, competitive, and other factors that are beyond our control in addition to challenges that are unique to the Company. We cannot provide any assurance that our business will generate sufficient cash flow from operations or that futureadditional borrowingsfinancing or other sources of liquidity will be available in an amount sufficient to enable us to service our indebtedness andmeet lease obligations.
Our debt and lease agreements contain certain restrictive covenants and customary events of default. These restrictive covenants limit our ability to take certain actions, such as, among other things: make restricted payments; incur additional debt and issue certain preferred stock; create liens; engage in mergers or consolidations or transfer all or substantially all of our assets; make certain dispositions and transfers of assets; place limitations on the ability of our restricted subsidiaries to make distributions; enter into transactions with affiliates; and guarantee indebtedness. One or more of these restrictive covenants may limit our ability to execute our preferred business strategy, take advantage of business opportunities, or react to changing industry conditions.
Upon an event of default, if not waived by our financing parties,lessors, our financing partieslessors may declareexercise contractual and statutory remedies, including terminating one or more leases; seeking to recover some or all amountsremaining outstanding as duerent and payable,other amounts (subject to mitigation, offsets, and present‑value discounting where applicable); drawing on letters of credit or security deposits; enforcing landlord liens; or requiring us to vacate premises, which may cause cross-defaults under our other obligations. If our current financinglessors partiespursue acceleratethese the maturity of our indebtedness or obligations,remedies, we may not have sufficient capital available at that time to pay the amounts due to our financing parties on a timely basis, and there is no guarantee that we would be able to repay, refinance, or restructure the payments on such debt and lease obligations. Further, the financinglessors partiescould wouldexercise haveremedies the right to foreclose onagainst certain of our assets, including drawing on letters of credit or security deposits, enforcing statutory or contractual landlord liens, terminating our leases, or requiring us to vacate premises, which could have a material adverse effect on our Company.
Estimated mineral reserves and mineral resources may not be realized in actual production. Our results of operations and financial position may be adversely affected by inaccurate estimates. The mineral reserve and mineral resource figures presented in our public filings are made by independent mining consultants with whom we contact. Mineral reserve and mineral resource estimates are a function of geological and engineering analyses that require us to make assumptions about production costs, recoveries and gold and silver market prices. Mineral reserve and mineral resource estimation is an imprecise and subjective process. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about gold and silver market processprices are subject to great uncertainty as those prices fluctuate widely. Declines in the market prices of gold or silver may render mineral reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development at one or more of our properties or write down assets as impaired. New or updated geotechnical or geological information may also impact anticipated metal recovery rates. Any of these adjustments may adversely affect our financial condition, results of operations, and cash flows.
Management's Discussion & Analysis (MD&A)
New heading “Fuels Segment - Bioleum Corporation”
Removed heading “Sale of Investment in GenMat”
Removed heading “Strategic Investments”
Largest changes
“The Company plans on advancing its technologies, in both the Fuels and Metals lines of business, leveraging its existing innovation capacity and innovation partners including NREL, MIT, RenFuel, EFT and other laboratories and universities, over the next three years. These investments are considered discretionary and would be funded by direct investments in either or both Fuels and Metals subsidiaries. …”see in full comparison
“Comstock innovates and commercializes technologies that extract and convert under-utilized natural resources into clean energy products, including remarkable new technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are also developing and using artificial intelligence technologies for advanced materials development, and preparing our defined mineral resources for mining and monetization.”see in full comparison
“Our Fuels Segment is administered by our subsidiary, Comstock Fuels Corporation (“Comstock Fuels”). 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 Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters. …”see in full comparison
“Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position (see Note 2 of the Notes to Consolidated Financial Statements). …”see in full comparison
“On December 18, 2024, the Company executed the Mackay MIPA with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen to Mackay, for an aggregate purchase price of $2,750,000. The Company was paid $1.0 million in cash in 2024. On June 6, 2025, the parties executed an amendment (the "First Amendment"), to the Mackay MIPA. …”see in full comparison
Full comparison: every changed paragraph (124)
On February 24, 2025, the Company effected a one-for-ten (1:10) reverse stock split of its issued and outstanding shares of common stock. In connection with the reverse split, all shares of common stock, stock options, per-share and warrant amounts for all periods presented have been adjusted retrospectively to reflect this reverse stock split. This recast ensures comparability across all periods presented and does not impact previously reported net income (loss), total assets, or total liabilities.liabilities but does impact earnings per diluted share. The reverse stock split did not impact the total stockholders’ equity, the number of authorized shares of common stock, or the par value per share.
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. We approach industrial growth opportunities by identifying, acquiring, and building companies with the potential for superior financial returns on deployed capital, by systematically creating and operating industrial enterprises and systems from the ground up, typically in full equity-based alignment with the founders of the technologies, and then developing, integrating and commercializing their breakthrough technology-based solutions through a distinctive combination of operational and organizational scale-up expertise. Comstock Metals and Bioleum Corporation represent the two leading examples of actualizing our strategy, where in the founders' groups have a meaningful stake (up to 20% of the subsidiaries equity or comparable form of profit interest), that is fully restricted until major monetization events occur.
Comstock Metals has established the goal of setting the global standard for solar panel recycling. Our process creates no waste, generates no landfilled materials, and results in clean recycled products that are safe for reuse.
Bioleum seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.
We approach the challenge of sustainability head-on by innovating, developing and commercializing technologies that accomplish more while utilizing fewer natural resources, protecting our ecosystem from the negative impact of carbon emissions and toxic materials, and enabling and empowering the next industrial revolution. Our plans to generate these throughputs involve both deploying and licensing our technologies within a purpose-driven and designed ecosystem, including extended and interdependent partners that leverage their infrastructures, capacities, and resources, that are often directly integrated with our system.
Our strategic assets for Bioleum include two Wisconsin renewable fuels demonstration facilities, two pilot farms for purpose grown energy crops, a site in Tulsa, Oklahoma for our first fully integrated biorefinery, and for Metals, an existing Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling facility that we are currently installing, testing and commissioning.
Comstock innovates and commercializes technologies that extract and convert under-utilized natural resources into clean energy products, including remarkable new technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are also developing and using artificial intelligence technologies for advanced materials development, and preparing our defined mineral resources for mining and monetization.
Our goal is to build extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, and commercialize technologies that facilitate the increased production, storage, distribution, and use of clean energy across entire industries. Our operations primarily involve innovating, developing, deploying, and monetizing clean energy technologies with integrated teams in dedicated lines of business, including renewable fuels, metals, and mining. Our plans to generate revenue and throughput involve using and licensing our technologies, including by creating financial and other incentives to enable and motivate our customers, licensees, and other stakeholders to use their capital, infrastructure, and other resources to accelerate and maximize adoption.
We also make, own and manage investments in relatedvarious legacy assets tothat supportpreviously supported our businesses,current includingor multipleprior existingbusinesses minoritythat equitywe positionsare working to monetize. This includes our legacy gold and partnershipssilver inmining strategicassets, technologyreal developers,estate two renewable fuels demonstration facilities in Wisconsin,assets and acertain metalsnon-strategic recyclinginvestments. demonstrationThis facility in Nevada. We additionally own and manage direct investments inincludes northern Nevada real estate that we own, control and/or manage comprised of industrial and commercial properties, strategicland, water rightsrights, other direct investments and approximatelyabout twelveseven square miles of patented and unpatented mining claims and related surface parcelsparcels, thatsome weof own, lease and/or have a royalty interest in that alsowhich contain significant amounts of measured, indicatedindicated, and inferred mineral resources of gold and silver.silver mineral resources.
Our Metals Segment utilizes solar panel recycling and materials recovery solutions that drive sustainability across the electrification products market. In 2025 and 2024, we have operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S. mineral industries. During 2025 and 2024, this facility generated revenues of $1.4 million and $0.4 million, respectively, from service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. Total billings of both revenues and deferred revenues were $3.5 million in 2025. We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and has the potential to set the global standard for solar panel recycling and ultimately, a global worldwide recycling network deployment.
Our Fuels Segment is administered by our subsidiary, Comstock Fuels Corporation (“Comstock Fuels”). 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 Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters. Comstock Fuels additionally holds the exclusive rights to intellectual properties developed by Hexas Biomass Inc. (“Hexas”) for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Comstock Fuels’ high yield Bioleum refining platform and Hexas’ high yield energy crops allows for the production of enough feedstock to produce upwards of 100 barrels of fuel per acre per year (at 42 gallons per barrel), effectively transforming marginal agricultural lands with regenerative practices into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Comstock Fuels plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum Refineries in the U.S. to produce about 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Comstock Fuels also licenses its advanced feedstock and refining solutions to third parties for additional production in the U.S. and global markets, including several recently announced and other pending projects. Our Fuels Segment does not currently generate revenue but is anticipated to do so from recently announced agreements for licensing and related engineering services in Australia, New Zealand, Malaysia, Vietnam and Pakistan.
Comstock Fuels operates two pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production pilot in Madison, Wisconsin (“Madison Facility”). Comstock Fuels is also focused on additional innovations to improve on its existing commercial process by increasing its market-leading yields and carbon intensities while driving costs down in pursuit of fossil parity. To that end, Comstock Fuels’ innovations group has partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc. (“EFT”), and others with sponsored research, licensing, and other agreements.
We intend to transition Comstock Fuels to directly supporting its continued development with the proceeds of a planned Series A subsidiary preferred equity offering in 2025 (“Series A Financing”) as well as subsidiary project equity and debt financings that includes a recent allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma. Effective February 28, 2025, Comstock Fuels entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14,000,000 in Comstock Fuels equity as part of Comstock Fuels’ planned Series A Financing, subject to a $700,000,000 valuation cap (“Investment”). The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”) (see Note 21 of the Notes to our Consolidated Financial Statements).
Our Metals Segment has operated a demonstration-scale solar panel recycling facility since early 2024, generating $401,238 in revenue for the year ended December 31, 2024, through service fees for decommissioning, tipping fees for receiving and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. This facility has proven our capability to deliver environmentally superior recycling solutions that support U.S. industry while reducing landfill waste.
Comstock Metals has initiatedcompleted all permitting andrequirements development offor its first industry-scale production facility, located on the same campus as the demonstrationoperating facilitydemonstration-scale facility. The cost of equipment and installation is estimated to be approximately $13 million. Equipment arrival and installation began in the first quarter of 2026, and it is anticipated that commissioning of the plant will be completed late in the first quarter with operations coming on-line during the second quarter of 2026. This plant is expected to scale theto operation.a production capacity to over 3 million panels per year representing up to 100,000 tons of processed waste materials per year. This strategically located facility will enable the seamlessexpeditious transition of proven processes from commercial demonstration to full-scale production. Once operational, theThe industry-scale facility is expected to significantly enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals,metals. supportingComstock theMetals needshas of American manufacturers,selected and infrastructuresubmitted projects.state-level permits for a second industry-scale production facility in southern Nevada.
Our missionplan issupports tothe createcreation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build threeup to seven facilities in the United States.States Comstockover Metalsthe isnext advancingfive ayears visionand ofsupport American energy and resource independence while simultaneously delivering significant economic and environmental value.
Our Metals Segment's 20252026 objectives includeincluded (1) closingfinalizing oncommercial directplant equityequipment installation, (2) commissioning of commercial plant, (3) securing larger and/or debtlonger terms supply contracts (4) select site number two, three and four and begin permitting, (5) ensure financing intofor Comstock Metals sufficientto tosufficiently fund the construction and commissioning of the Company’s firstsecond industry-scale facility,facility (2) submitting all prerequisite permits, (3) finalizing the industry-scale engineering, (46) ordering all of the industry-scale equipment for our firstsecond industry-scale facility, and (57) securingfinalize largerthe and longer terms supply contracts and accelerating site selectiondesign for downstream refining of the solar tailings. We believe we are on track for completing all of our second2026 and third facilities.objectives.
Our Mining Segment generated income from leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own,own control,approximately or retain royalty interest in twelveseven square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, includingcomprising six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).Estate.
On December 18, 2024, the Company executed the Mackay MIPA with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen to Mackay, for an aggregate purchase price of $2,750,000. The Company was paid $1.0 million in cash in 2024. On June 6, 2025, the parties executed an amendment (the "First Amendment"), to the Mackay MIPA. Pursuant to the First Amendment, the Mackay MIPA was amended to increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000 which the Company received in 2025 (see Note 6 of the Notes to Consolidated Financial Statements). Pursuant to and as defined in the Mackay Royalty Agreement the Company was to receive a 1.5% royalty of Net Smelter Returns from metal revenues on these properties. On January 9, 2026, the Company and Mackay entered into a Royalty Purchase and Sale Agreement in which the Company sold all of the Company's rights, title and interest in and to the royalty pursuant to the Mackay Royalty Agreement (see Note 6 of the Notes to the Consolidated Financial Statements). The purchase price consisted of $1,100,000 cash, all of which was received before January 20, 2026. For the years ended December 31, 2025 and 2024, the Company recognized a gain on sale of these mineral rights of $0.2 million and $0.8 million, respectively. On February 22, 2026, the Company agreed to a minor modification in a non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in compensation from Mackay.
On June 30, 2023, the Company entered into the Mackay Mining Lease with Mackay. The Mackay Mining Lease terminated on December 18, 2024. Since June 30, 2023, the Company has realized over $8 million in cash proceeds with approximately $4 million from the initial payment, subsequent lease payments and reimbursed expenses plus over $4 million from the sale of the claims and the residual NSR sale transaction. The Company also received an additional 250 acres of mineral and other properties in Lyon County, for no additional consideration.
On December 18, 2024, the Company entered a binding membership interest purchase agreement with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen to Mackay, for an aggregate purchase price of $2,750,000. The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups. For the year ended December 31, 2024, the Company recognized a gain on sale of mineral rights of $0.8 million. The Company was paid $1.0 million in cash with another $0.75 million previously due and expected to be paid by March 30, 2025, plus an additional $1.0 million that will be paid within 45 days of the completion of Mackay’s public listing, at the election of Mackay, in either cash or their publicly registered common stock. The $1.0 million from the public listed shares is guaranteed by the value date of October 31, 2025.
On June 30, 2023, the Company entered a Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”) with Mackay. Since entering the Mackay Mining Lease, the Company has received cash of $3.2 million in initial and ongoing lease payments and will also receive an additional, final pro-rata lease payment associated with these properties of $0.5 million expected to be paid by March 30, 2025. The Mackay Mining Lease terminated on December 18, 2024.
Our Mining Segment's 20252026 objectives include (1) advancingmonetizing mining assets, (2) complete the preliminary economic assessment for the Dayton Consolidated Project and (23) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for theDayton. southernMetal partprices for 2025 have been exceptionally strong, presenting additional economic opportunities for our monetizing our mining assets. We believe we are on track for completing all of theour district.2026 objectives.
Fuels Segment - Bioleum Corporation
Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position (see Note 2 of the Notes to Consolidated Financial Statements). Bioleum seeks to deliver advanced lignocellulosic biomass refining solutions that set new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, SAF, and other renewable Bioleum™ 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 GGE basis), depending on feedstock, site conditions, and other process parameters. In December 2025, Bioleum completed the acquisitions of both the RenFuel IP and of Hexas (see Notes 3 and 5 of the Notes to Consolidated Financial Statements). Bioleum is now capable of producing its own purpose grown energy crops used in producing our liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum’s high yielding refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S., starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum will also license its advanced feedstock and refining solutions to third parties for additional production in global markets. Bioleum does not currently generate revenue.
Bioleum operates two complementary and interdependent pilot facilities, including the Wausau Facility, and the Madison Facility. Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing and increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in the longer-term pursuit of fossil parity. In addition to Hexas, Bioleum has also acquired substantially all of the patents and other intellectual property assets of RenFuel IP through a wholly-owned subsidiary of Bioleum, including RenFuel IP’s patented catalytic esterification process to refine Bioleum’s proprietary biointermediates.
Bioleum’s innovations group has further partnered with other industry leading technologists, including the National Renewable Energy Laboratory ("NREL"), the Massachusetts Institute of Technology ("MIT"), Emerging Fuels Technologies Inc. ("EFT"), and others with sponsored research, licensing, and other agreements.
On February 28, 2025, the Company entered into a series of definitive agreements, later assigned to Bioleum, with subsidiaries of Marathon, involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing, subject to the Investment. The purchase price includes $1,000,000 in cash and $13,000,000 in Payment-In-Kind Assets.
In May 2025, Bioleum also completed the initial $20 million closing of its Series A Financing. Bioleum also plans to complete its Series A Financing during the first half of 2026 and commence project equity and debt financing activities that includes an allocation of up to $160 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals,Metals and Mining Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments.. In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat.GenMat while retaining the rights for using the technologies.
Investment in Green Li-ion– Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares in conjunction with a liquidity event at Green Li-ion.
Investment in SSOF – In 2025, the Company invested an additional $650,000 in SSOF for 361,111 additional common shares at $1.80 per share. As of December 31, 2025 and 2024, the Company owned 11,236,111 and 10,875,000, respectively, of SSOF shares and our ownership was at 16.99% and 17.27%, respectively. As of December 31, 2025 and 2024, no adjustments were made to our investments carrying value as a result of the SSOF equity issuances since the price per share sold was consistent with the Company’s carrying value for this investment. As of December 31, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $20,225,000 and advances of $9,400,000 (see Note 5 of the Notes to the Consolidated Financial Statements).
Sale of Investment in GenMat
On November 6, 2024, the Company, Deep Interstellar Research LLC (“DIR”) and GenMat entered into an agreement pursuant to which (i) the Company obtained 100% ownership of GenMat Development LLC (“AICo”) in exchange for all of the equity of GenMat previously owned by the Company, (ii) GenMat granted AICo a non-exclusive end user right and license (“EULA”) to use GenMat’s now and hereafter existing intellectual properties, including, without limitation, GenMat’s commercially available artificial intelligence for materials science services and products, and all current imaging and other data, analytics, artificial intelligence and other models, and other information, in both the form of data and a promulgated report, relating to Comstock’s mining properties in Nevada, and (iii) a credit against the amounts payable under the EULA equal to 100% of the Company’s cumulative historical investments in GenMat. The Company and GenMat also mutually agreed to terminate all prior transaction documents between the two companies. The Company determined under this agreement, the licensed intellectual property, including software applications, obtained from 100% ownership of AICo will be integrated and used for material discovery and advancement within the Company’s existing and enhanced innovation processes and likely has very little to no alternative future uses other than for the Company's own research and development activities. The Company recognized $12.2 million as research and development expense in the consolidated statements of operation. Pursuant to the agreement, the Company derecognized the carrying value of our investment in GenMat of $10,007,752 and advances to GenMat of $2,236,786.
Investment in Green Li-ion– Our wholly owned LINICO subsidiary has owned 37,162 preferred shares of Green Li-ion since 2021. On September 12, 2023, LINICO received gross proceeds of $795,510 from the sale of 1,500 Green Li-ion preferred shares (representing approximately 4% of the 37,162 of the shares then owned by LINICO). In 2023, the Company adjusted our investment's carrying value to fair value by increasing that value by $14,577,627 for the remaining 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares in 2026. For the year ended December 31, 2024, the Company recognized an unrealized loss of $711,920 in our Strategic Investments Segment related to our investment in Green Li-ion, which is measured using the alternative measurement method. This loss was recognized as a result of an orderly transaction observed during 2024, which provided evidence of a change in the fair value of the investment.
Investment in SSOF – During 2019, the Company invested $335,000 for 6,700,000 shares. From 2020 through November of 2023, the Company advanced $6,985,000 to SSOF and its subsidiary, for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases. On December 29, 2023, the Company and SSOF agreed to convert the full amount of the outstanding advances for an additional 3,880,556 common shares of SSOF stock (at a dollar value of $1.80 per share) that also resulted in an unrealized gain recognized of $11,725,000 on the original 6,700,000 shares. During 2024, SSOF issued additional equity of $750,000 at $1.80 per share to third-party investors and the Company invested an additional $530,000 in SSOF at $1.80 per share increasing our equity ownership to 17.27%.
SSOF is a qualified opportunity zone fund, thatwhich owns 100% of SSE,Sierra Springs Enterprises Inc. (“SSE”), a qualified opportunity zone business. SSE and its subsidiaries own or controlscontrol approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492,439, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high techhigh-tech companies like Tesla, Switch, Google, Microsoft, Tract and Redwood Materials,Tract, and over one hundred other companies are currently located, expanding or locating in this industrializing region.
Investment in Hexas – On January 14, 2025, the Company executed an agreement with Hexas, under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with Bioleum's site development and innovation activities. In 2025, the Company invested $1,135,000 in Hexas in the form of simple agreements for future equity (“Hexas SAFE Investment”). In December 2025, Bioleum completed the full acquisition of Hexas, which is now a fully owned subsidiary of Bioleum Corporation (see Note 3 of the Notes to Consolidated Financial Statements).
Other Investment – On March 1, 2024, the Company entered into a Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40% of Developer's fully-diluted issued and outstandingrecognized capital stock, for $1,500,000. In 2024, the Company recorded ouran initial investment in Developer of $1,290,614. Concurrently and in connection with the entityentry into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. TheAt purchaseDecember price31, payable2025, bythe future remaining payments, net implied interest, totaled $1,254,170. For the years ended December 31, 2025 and 2024, the Company pursuantpaid $0 and $260,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement is scheduled to be paid on the following schedule:Agreement.
Phase 1
After completion of Phase 1
Since the payments are not interest bearing, the Company calculated the implied interest of $214,039 on the future cash payments using an interest rate of 9.76% which was recognized as a discount on initial investment of $1.5 million and will be recognized over the payment term. The Company recognized a corresponding payable for future cash payments to account for the 40% ownership interest in the Developer. At December 31, 2024, the future remaining payments, net implied interest, totaled $1,133,105 (see Note 7 of the Notes to Consolidated Financial Statements). For the year ended December 31, 2024, the Company recognized $180,681 in equity loss from affiliates for our investment in the Developer. For the year ended December 31, 2024, Comstock paid $260,000 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company hascontinues begunto marketingmarket these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continuouslycontinues increasedto during 2024, and accordingly classified these assets as held for sale in the consolidated balance sheet.increase.
On January 9, 2026, the Company and Mackay entered into a Royalty Purchase and Sale Agreement pursuant to the NSR Royalty Agreement (see Note 6 of the Notes to the Consolidated Financial Statements), 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 cash, all of which was all received before January 20, 2026. On February 22, 2026, the Company agreed to a minor modification in a non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in compensation from Mackay.
Comstock had historically focused on natural resource exploration, development, and production, with an emphasis on mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock and Silver City mining districts in Nevada (collectively, the “Comstock Mineral Estate”). The Company, following a series of strategic acquisitions, now primarily innovates and commercializes technologies that enable systemic decarbonization, by enabling the extraction and conversion of under-utilized natural resources into renewable energy products and other decarbonizing solutions. These acquisitions were designed to build on our competencies and reposition us to capitalize on the global transition to clean energy and added the management, employees, facilities, intellectual properties, and other assets needed to transform our company and business into an emerging leader in the innovation and sustainable production of renewable energy.
The Company is currently commercializing all three of its lines of business, renewable fuels, renewable metals and sustainable mining and making strategic investments in other decarbonizing technologies that either complement or enhance the Company's financial, natural and social impact. In 2025, the Company entered into agreements with Hexas (integrated feedstock solutions), Oklahoma (incentive grants and public activity bond allocations), SACL and Gresham’s Eastern (commercial licenses covering Australia, New Zealand, Vietnam, Malaysia and Pakistan) and MPC (investment of cash and payment in kind assets of the Madison Facility into Comstock Fuels).
Our revenues are primarily derived from the sale of engineering and related services, revenue generated from our mining lease, revenue generated from our Metals operations, and revenues generated from our real estate. Our future costs of goods sold will primarily include allocable labor, materials and incidental expenses incurred in connection with revenue from anticipated services and solutions. Selling, general and administrative expenses consist of payroll, insurance and professional fees for marketing, selling, legal, consulting, accounting, governance and investor relations activities. Payroll, including benefits and incentive compensation,benefits, are the largest single category of expenditures in selling, general and administrative expenses and research and development.
Revenues for the year ended December 31, 20242025 increaseddecreased by $1,741,714$1,462,367 to $3,016,163$1,553,796 from $1,274,449$3,016,163 for the comparable 20232024 period, primarily attributed to the following.
Cost of goods sold for the year ended December 31, 2024 increased $451,938 primarily due to the commencement of our first commercial demonstration facility for metal recycling operations in 2024.
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recyclerecycle, andthe amount of lease revenues generated on our real properties, the amount of renewable energy technology solutionssolutions, thatincluding wethe licensesales andor sell,licensing leaseof revenuesbiomass onfeedstock our real properties,solutions, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the year ended December 31, 2025 increased $2,175,024 primarily due to the commencement and ramp up of our first commercial demonstration facility operating for all of our metal recycling operations.
Selling, general and administrative expense for the year ended December 31, 2025 increased $7,967,960 to $20,671,016 from $12,703,056 for the comparable 2024 period, primarily as a result of higher employee related costs of $1,967,077, primarily related to higher head count in 2025 compared to 2024 as we ramp our metals recycling and biofuels businesses, higher rent expense of $1,762,205 due to metal recycling and Madison facility, higher consulting fees of $973,975, higher legal expense of $884,547, higher marketing expense of $573,471, higher property related acquisition costs in mining totaling $461,870 resulting from the accelerated payment for the Northern Comstock joint venture obligation, higher travel expense of $419,978, higher utilities expense of $196,756, higher repairs and maintenance expense of $156,027 and higher insurance expense of $133,954.
Selling, general and administrative expense for the year ended December 31, 2024 increased $114,430 to $12,703,056 from $12,588,626 for the comparable 2023 period, primarily as a result of higher consulting fees of $470,306, higher employee related costs of $413,476 and higher share-based compensation of $393,735; partially offset by lower insurance of $393,552, lower marketing expense of $246,595, lower bad debt expense of $229,442 and lower director fees of $217,600.
Research and development expenses for the year ended December 31, 20242025 increaseddecreased $12,980,878$6,778,279 to $19,098,183$12,319,904 from $6,117,305$19,098,183 for the comparable 20232024 period, primarily as a result of $12,244,538 in research and development costs incurred for the GenMat transaction in 2024 (see Note 24 of the Notes to the Consolidated Financial Statements). Variance partially offset due to $3,672,593 in research and development costs incurred for the RenFuel IP asset purchase in 2025 (see Note 5 of the Notes to the Consolidated Financial Statements), higher employee-related costs of $1,185,868 due to increased headcount in 2025 and higher research and development rent expense of $1,555,673 attributed to the AST rent of $1,208,180 paid in April 2024 (see Note 8 of the Notes to Consolidated Financial Statements) and higher development stage costs for pilotingrenewable thefuel startassociated upprojects, substantially all with external laboratories of processing, crushing and separating electrification products of $1,389,118; offset partially by lower employee costs of $1,643,491,$499,174 primarily duefor to lower incentive compensation and lower consulting fees of $503,460.NREL.
Depreciation and amortization expense for the year ended December 31, 20242025 decreasedincreased $234,971$1,599,672 to $2,242,554$3,842,226 from $2,477,525$2,242,554 for the comparable 20232024 period, primarily from lowerhigher amortization for intangible assetsasset additions and higher depreciation for property, plant and equipment additions in 2024.2025 including the Bioleum Madison facility.
Impairment of intangible assets and properties, plant and equipment assets for the year ended December 31, 20242025 increaseddecreased $8,667,869 and $324,047, respectively,$8,658,536 attributed to the impairment of intangible assets associated with battery recycling and battery recycling equipment in 2024,2024 asof $8,667,869 compared to no$9,333 impairments recognized forin the comparable 2023 period.2025.
Impairment of properties, plant and equipment assets for the year ended December 31, 2025 increased $109,364 attributed to the impairment of obsolete battery recycling and mining equipment in 2025 of $433,411 compared to $324,047 impairments of obsolete battery recycling equipment recognized in 2024.
In 2025, we recognized a gain on the sale of mineral rights of $200,000. In 2024, we recognized a gain on the sale of mineral rights of $804,489.$804,489 In(see 2023,Note we recognized a gain on the sale6 of the FacilityNotes ofto $7,304,570.the Consolidated Financial Statements).
Loss on investments for the year ended December 31, 2025 decreased by $711,920 due to a loss on investments of $711,920 for the comparable 2024 period attributed to a $711,920 unrealized loss associated with our Green Li-ion preferred share investment in 2024. No loss on investments was recognized in 2025.
Gain on investments for the year ended December 31, 2024 decreased by $25,746,795 to a loss on investment of $711,920 in 2024 from a gain on investments of $25,034,875 for the comparable 2023 period. The 2023 gain resulted from a $14,577,627 unrealized gain associated with our Green Li-ion preferred share investment in 2023, a $11,725,000 unrealized gain associated with our SSOF common share investment in 2023, and a realized gain of $597,248 on the sale of 1,500 Green Li-ion preferred shares in 2023, partially offset by a realized loss of $1,865,000 on the sale of ABTC stock in 2023. In 2024, we recognized a $711,920 unrealized loss associated with our Green Li-ion preferred share investment.
What changed in the latest 10-Q
Risk Factors
No new risk factors have been identified in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six-Months Ended June 30, 2026 Compared to Six-Months Ended June 30, 2025”
Largest changes
“On December 18, 2024 and 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's 25% interest in Pelen Limited Liability Company (“Pelen”), for an aggregate purchase price of $2,950,000. …”see in full comparison
“Six-Months Ended June 30, 2026 Compared to Six-Months Ended June 30, 2025”see in full comparison
“Research and development expenses for the six-months ended June 30, 2026 decreased by $1,043,958 to $4,380,605 from $5,424,563 in the comparable 2025 period, primarily related to lower rent expense of $1,565,694 attributed to the AST research and development rent of $1,487,476 paid in March 2025 and lower research and development costs for renewable fuel associated projects of $978,434; offset by higher costs attributed to the Metals refinery development project of $1,065,590 and higher employee-related costs of $564,674 due to higher headcount in 2026 compared to 2025.”see in full comparison
Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position. Bioleum seeks to deliver advanced lignocellulosic biomass refining solutions that set new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel, and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and the potential for market-leading yieldssee in full comparisonof up to 125 gallonsper dry metric ton of feedstock (on a gasoline gallon equivalent basis), depending on feedstock, site conditions, and other process parameters. In December 2025, Bioleum completed the acquisitions of Hexas Biomass Inc. (“Hexas”) (see Note 2 of the Notes to Consolidated Financial Statements) and substantially all of the patents and other intellectual property assets of RenFuel K2B AB (“RenFuel IP”), including RenFuel IP’s patented catalytic esterification process to refine Bioleum’s proprietary biointermediates. Bioleum is now capable of producing its own purpose grown energy crops used in producing our liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum’s high yielding refining platform and Hexas’ high yielding energy crops enables theproductionpossibility ofenoughmarketfeedstockleadingto produce upwards of 100 barrels (at 42 gallons per barrel)yields of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies.Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S., starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum will also license its advanced feedstock and refining solutions to third parties for additional production in global markets. Bioleum does not currently generate revenue.
Research and development expenses for the three-months endedsee in full comparisonMarchJune31,30, 2026decreasedincreased by$1,207,676$163,718 to$2,096,242$2,284,363 from$3,303,918$2,120,645 in the comparable 2025 period, primarily related tolowerhigherrent expense of $1,564,654costs attributed to theASTMetalsresearch andrefinery developmentrentproject of$1,487,476$1,007,990;paidoffsetin March 2025 andby lower research and development costs for renewable fuelassociatedprojects of$217,920;$760,514offsetandbylowerhigherconsultingemployee-related costsexpense of$566,991 due to higher headcount in 2026 compared to 2025.$51,942.
“Our strategic assets for Bioleum include two Wisconsin renewable fuels demonstration facilities, two pilot farms for purpose grown energy crops, a site in Tulsa, Oklahoma for our first fully integrated biorefinery, and for Metals, an existing Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling facility that we are currently installing, testing and commissioning.”see in full comparison
Full comparison: every changed paragraph (95)
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. We approach industrial growth opportunities by identifying, acquiring, and building companies with the potential for superior financial returns on deployed capital, by systematically creating and operating industrial enterprises and systems from the ground up, typically in full equity-based alignment with the founders of the technologies, and then developing, integrating and commercializing their breakthrough technology-based solutions through a distinctive combination of operational and organizational scale-up expertise. ComstockComstock's Metalsprimary andgrowth Bioleumplatform Corporationis representits therenewable twometals leadingbusiness, exampleswhich ofis actualizingcommercializing ourindustry-scale strategy,solar whereinpanel therecycling founders'industrial groupsmetal have a meaningful stake (up to 20% of the subsidiaries' equity or comparable form of profit interest)recovery that is fullypositioning restrictedthe untilCompany majorto monetizationbecome eventsa occur.leading domestic recycler of end-of-life photovoltaic panels and producer of industrial metals and materials.
Complementing this strategy, Bioleum represents a longer-term renewable fuels opportunity, differentiated by exclusive access to advanced biomass feedstocks through its ownership of Hexas Biomass Inc. (“Hexas”).
Comstock Metals has established the goal of setting the global standard for solar panel recycling. Our recycling process creates no waste, generates no landfilled materials, and results in clean recycled products that are safe for reuse.
Bioleum's competitive advantage begins with feedstock. Through its ownership with Hexas, Bioleum has access to dedicated energy crops engineered for exceptionally high biomass yields, low carbon impact, consistent quality, efficient logistics, and low costs.
Bioleum seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.
At Comstock Metals, we are building a scalable domestic solar panel recycling platform with our current network including storage and logistics facilities in California and Ohio, and processing capacity expanding through our existing northern Nevada operations and new industry-scale facilities planned in southern Nevada and Ohio. Our strategic metals assets include an operating Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling and upgrading facility that is currently being installed, tested, and commissioned. We are also developing a metal extraction solution that further recovers higher purity, higher value metals and materials from our generated industrial solar tailings.
Bioleum strategy is based on its renewable fuels platform, anchored by its proprietary XanoGrass™ feedstock. XanoGrass™ is currently being grown across pilot sites in the United States, Europe, and Asia. Bioleum's strategic assets include two Wisconsin renewable fuels demonstration facilities and two pilot farms. The integration of dedicated energy crops and leading conversion yields enables the possibility of efficient and scalable low carbon fuel solutions and differentiates our ability for delivering these solutions globally.
Our strategic assets for Bioleum include two Wisconsin renewable fuels demonstration facilities, two pilot farms for purpose grown energy crops, a site in Tulsa, Oklahoma for our first fully integrated biorefinery, and for Metals, an existing Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling facility that we are currently installing, testing and commissioning.
We also own and manage investments in various legacy assets that previously supported our current or prior businesses that we are working to monetize. This includes our legacy gold and silver mining assets,assets that we have announced the sale of, real estate assets and certain non-strategic investments. This includes northern Nevada real estate that we own, control and/or manage comprised of industrial and commercial land, water rights,rights and other direct investments and about seven square miles of patented and unpatented mining claims and surface parcels, some of which contain significant amounts of measured, indicated, and inferred gold and silver mineral resources.investments.
Our Metals Segment utilizes solar panel recycling and materials recovery solutions that drive sustainability across the electrification products market. From 2024 through 2026, we operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S. mineral industries. For the three-monthssix-months ended MarchJune 31,30, 2026 and 2025, this facility generated revenues of $0.3$0.6 million and $0.7$1.1 million, respectively, from service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentratedsecondary salable materials that include precious and other metals. We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and has the potential to set the global standard for solar panel recycling and ultimately, a global worldwideindustrial recyclingmaterials networksupply deployment.change company.
Comstock Metals has completed all permitting requirements for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility. The cost of equipmentequipment, installation and installationexpanded isstorage estimatedcapacity towas be approximately $14$14.5 million. Equipment arrival and installation began in the first quarterhalf of 2026, and commissioning of the plant is expected to be completed in the secondthird quarter with operations coming on-line shortly thereafter. This plant is expected to scale to a production capacity to over 3 million panels per year representing up to 100,000 tons of processed waste materials per year. This strategically located facility will enableenables the expeditious transition of proven processes from commercial demonstration to full-scale production. The industry-scale facility is expected to enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals. Comstock Metals has selected and submitted state-level permits for a second industry-scale production facility in southern Nevada.
Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build up to sevenfive facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.
Our Metals Segment's 2026 objectives included (1) finalizing commercial plant equipment installation, (2) commissioning of commercial plant, (3) securing larger and longer terms supply contracts (4) select site number two, three and four and begin permitting for site number two,two and three, (5) ensure financing for Comstock Metals to sufficiently fund the construction and commissioning of the Company’s second industry-scale facility (6) ordering all of the industry-scale equipment for our second industry-scale facility, (76) finalizefinalizing the design for downstream recovery of the solar tailings, (87) extendextending and operate an upgrading line capable of making high specification glass materials and metallurgical grade Silicon metal from scrap OEM materials, and (98) operateoperating a one ton per day pilot that can recover silver products and initially create concentrated “other metal” slurries we will use for subsequent Dore’Doré production. We believe we are on track for completing all of our 2026 objectives.
On June 21, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay Precious Metals Inc. (“Mackay”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC (each a Nevada limited liability company), and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., a Nevada corporation whose primary asset is the Gold Hill Hotel that resides within the boundaries of the Comstock mining district (collectively, the “Acquired Interests”), to Mackay. The entities whose interests comprise the Acquired Interests (collectively, the “Acquired Entities”) own or control properties in Lyon County and Storey County, Nevada. This sale does not include the Company’s real estate in Silver Springs, Nevada.
The aggregate purchase price for the Acquired Interests consists of the following:
The Purchase Agreement includes a 1.5% NSR royalty on minerals produced from the transferred properties, including a Royalty Agreement, and subject to Mackay's repurchase rights under specified conditions. The closing of the transaction is subject to TSX-V stock exchange approvals and is expected to close by August 30, 2026. Mackay shall have the right at any time to repurchase 100% of the NSR Royalty for a payment of $3,500,000, provided that if the seven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, the royalty buyout payment shall be increased to $7,000,000. The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate of twelve percent (12%) per annum after its due date. A non-refundable deposit of $150,000 previously paid by Buyer is credited against the Initial Payment at Closing. The related assets and liabilities were classified as Held for Sale and $22,992,892 was classified as Assets Held for Sale and $6,832,924 was classified as Liabilities Held for Sale on the condensed consolidated balance sheet as of June 30, 2026.
Our Mining Segment is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own approximately seven square miles of patented mining claims, unpatented mining claims and surface parcels in Nevada, comprising the Comstock Mineral Estate.
On December 18, 2024 and 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's 25% 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. The Company recognized the purchase price of $1,100,000 and the additional $300,000 received in connection with the non-compete modification as gain on sale of royalty rights in the condensed consolidated statements of operations.
In the first quarter of 2026, 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.
Our Mining Segment's 2026 objectives are focused on (1) monetizing our mining assets, (2) maximizing the associated cash proceeds and potential retained upside and (3) realizing the ongoing cost savings benefits from a realigned, simpler and more focused enterprise. We believe we are on track for completing all of our 2026 objectives.
Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position. Bioleum seeks to deliver advanced lignocellulosic biomass refining solutions that set new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel, and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and the potential for market-leading yields of up to 125 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis), depending on feedstock, site conditions, and other process parameters. In December 2025, Bioleum completed the acquisitions of Hexas Biomass Inc. (“Hexas”) (see Note 2 of the Notes to Consolidated Financial Statements) and substantially all of the patents and other intellectual property assets of RenFuel K2B AB (“RenFuel IP”), including RenFuel IP’s patented catalytic esterification process to refine Bioleum’s proprietary biointermediates. Bioleum is now capable of producing its own purpose grown energy crops used in producing our liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum’s high yielding refining platform and Hexas’ high yielding energy crops enables the productionpossibility of enoughmarket feedstockleading to produce upwards of 100 barrels (at 42 gallons per barrel)yields of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S., starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum will also license its advanced feedstock and refining solutions to third parties for additional production in global markets. Bioleum does not currently generate revenue.
Bioleum operates two complementary and interdependent pilot facilities, including the Wausau Facility, and the Madison Facility. Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing andits increasing itspotentially market-leading yields, further decreasing carbon intensities, and driving costs down in the longer-term pursuit of fossil parity.costs.
Bioleum’s innovations group has further partnered with other industry leading technologists, including the National Renewable Energy Laboratory, the Massachusetts Institute of Technology, the University of Wisconsin and Emerging Fuels Technologies Inc., and others with sponsored research, licensing, and other agreements.
On February 28, 2025, the Company entered into a series of definitive agreements, later assigned to Bioleum, with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing subject to a $700,000,000 valuation cap. The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin.
In May 2025, Bioleum also completed the initial $20 million closing of its Series A preferred equity offering (“Series A Financing”). Bioleum also plans to complete its Series A Financing during the first half of 2026 and commence project equity and debt financing activities that includes an allocation of up to $160 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Metals and MiningStrategic Investments Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte Limited (“Green Li-ion”) (lithium-ion battery component recycler and remanufacturing) and Sierra Springs Opportunity Fund (northern Nevada real estate).
Investment in Green Li-ion – Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34%11.98% of Green Li-ion. The Company intends to sell its remaining shares in conjunction with a liquidity event at Green Li-ion.
Investment in SSOF – From 2019 through December 31, 2025, the Company had invested $8,500,000 for 11,236,111 shares in SSOF with an equity ownership of 16.99%. At December 31, 2025, the Company had an advance to SSOF of $9,400,000. During the three-months ended March 31, 2026, the Company advanced an additional $5,750,000. On March 26, 2026, all advances, totaling $15,150,000 were contributedconverted in exchange forinto 23,307,692 shares of SSOF common stock at $0.65 per share. On MarchApril 30, 2026, the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share (see Note 4). As of June 30, 2026, the Company subscribed to and invested an additional $2,000,000$13,640,000 for 3,076,92320,984,615 additional shares of SSOF common stock, alsostock at $0.65 per share. These investments increased the Company's ownership to 40.66%. At MarchJune 30, 2026 and December 31, 2026,2025, the Company owns 37,620,72655,893,673 sharesand 11,236,111, respectively, in SSOF withshares of common stock, representing an equity ownership of 40.66%.47.63% Atand March16.99%, 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.respectively.
Other Investment – On March 1, 2024, the Company entered into a Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. Concurrently and in connection with the entry into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. At March 31, 2026, the future remaining payments, net implied interest, totaled $1,284,022. During the three-months ended March 31, 2026 and 2025, the Company paid $0 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 9898.51 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company continuesplans toon enabling the continued consolidation and entitlement of these lands so that it can market these assets for sale as bothindustrial, industrialcommercial and commercialresidential development as interest in Silver Springs, NV continues to increase.
Below we set forth a summary of comparative financial information for the three-months ended MarchJune 31,30, 2026 and 2025:
Three-Months Ended MarchJune 31,30, 2026 Compared to Three-Months Ended MarchJune 31,30, 2025
Revenues for the three-months ended MarchJune 31,30, 2026 decreased by $472,359$66,722 to $313,456$272,824 from $785,815$339,546 for the comparable 2025 period, primarily attributeddue to the following lower revenues from our Metals Segment of $473,559$67,922 wereprimarily attributed to lower decommissioning services resulting from a large emergency decommissioning that occurred in first quarter of 2025.services.
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license andor sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services,royalties and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the three-months ended MarchJune 31,30, 2026 decreasedincreased $286,986$354,896 primarily due to the prior year ramp up of ourplant commercialoperations demonstrationand facilityassociated operatinglabor for our first metal recycling operations.commercial facility.
Selling, general and administrative expense for the three-months ended MarchJune 31,30, 2026 increased by $3,310,308$2,714,580 to $6,568,773$7,349,670 from $3,258,465$4,635,090 in the comparable 2025 period, primarily as a result of higher employee-related costs of $1,539,177$1,283,465 due to higher headcount in 2026 compared to 2025 as we ramp up our metals recycling commercial operations and biofuels development businesses and aaccrual paymentof forannual incentive compensationplans in 2026 of $263,750$404,043, in February 2026, compared to a prior year adjustment to lower the 2024 accrued incentive compensation for $600,000,and higher rent expense of $525,537$457,233 also due to leasing our industry-scale metal recycling facility in Silver Springs, NV and our renewable fuels pilot facilities in Madison, WI. VarianceIncrease is also attributed to higher consulting fees of $388,813,$213,680, higher permits and license expenses of $195,458, higher director fees of $185,039, higher legal fees of $225,039,$177,319, higher directorinsurance feesexpense of $196,658,$105,783, higher stock-based compensation expense of $106,712, higher marketing expense of $128,260$90,752; andoffset higherby utilitieslower mining costs of $119,551.$216,856.
Research and development expenses for the three-months ended MarchJune 31,30, 2026 decreasedincreased by $1,207,676$163,718 to $2,096,242$2,284,363 from $3,303,918$2,120,645 in the comparable 2025 period, primarily related to lowerhigher rent expense of $1,564,654costs attributed to the ASTMetals research andrefinery development rentproject of $1,487,476$1,007,990; paidoffset in March 2025 andby lower research and development costs for renewable fuel associated projects of $217,920;$760,514 offsetand bylower higherconsulting employee-related costsexpense of $566,991 due to higher headcount in 2026 compared to 2025.$51,942.
Depreciation and amortization for the three-months ended MarchJune 31,30, 2026 increased by $1,016,000$384,068 to $1,391,384$1,020,760 from $375,384$636,692 in the comparable 2025 period, primarily from higher amortization for intangible asset additions in 2025 and higher depreciation for property, plant and equipment additions in 2025 including the Bioleum Madison facility.
In 2026, we recognized a gainloss on the saleimpairment of royaltyintangible rightsassets associated with the Bioleum acquisition of $1,400,010$13,648,042 (see Note 56 of the Notes to the Condensed Consolidated Financial Statements).
In 2026, we recognized a loss on impairment of property, plant and equipment of $1,736,481 associated with Bioleum related development activities (see Note 5 of the Notes to the Condensed Consolidated Financial Statements).
In 2025, we recognized a gain on the sale of mineral rights of $200,000.
In 2026, we recognized a loss on impairment of investments of $1,031,371 associated with Bioleum related development activities (see Note 3 of the Notes to the Condensed Consolidated Financial Statements).
In 2026, we sold the Daney note receivable for $500,000 in cash proceeds and recognized a loss on sale of that note receivable of $403,217 (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).
Interest expense for the three-months ended MarchJune 31,30, 2026 decreased by $511,151$551,656 to $147,993$222,406 from $659,144$774,062 in the comparable 2025 period, primarily due to lower interest and related amortization in 2026 compared to in 2025 due to the payoff of obligations.
Interest income for the three-months ended MarchJune 31,30, 2026 increased by $559,195$273,806 to $655,304$428,506 from $96,109$154,700 in the comparable 2025 period, primarily due to higher interest income related to ourinterest earned on higher average cash sweep account and $237,415 of interest income related to the SSOF advances (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).balances.
Change in the fair value of our derivative instruments for the three-months ended MarchJune 31,30, 2026 decreased by $468,788$1,270,338 to a lossgain of $722,015$1,597,838 from a lossgain of $1,190,803$2,868,176 in the comparable 2025 period, resulting from a decreasechange in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives. The 2026 gain of $1,597,838 was attributed to the Flux Photon and Georges Trust derivative assets. The 2025 gain of $2,868,176 was attributed to the Flux Photon, LINICO acquisition-related payable, AST, Haywood and 2025 Kips Bay convertible debt derivatives.
In 2025, the loss on the conversion of debt to equity of $1,196,880$2,133,951 was attributed to the 2025 Kips Bay Note.
In 2026, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $1,100,000 related to the Marathon agreement.
In 2025, gain on extinguishment of liability of $845,000 was attributed to the restructuring of LINICO acquisition-related payable.
Other income (expense), net for the three-months ended MarchJune 31,30, 2026 were $225,970,$2,362, primarily consisting of losses from our equity method investments of $251,844.$36,716.
Other income (expense), net for the three-months ended MarchJune 31,30, 2025 were $50,535,$274,924, primarily consisting of gainunrealized fromloss ouron equityfair methodvalue investmentschange on the AST receivables of $41,438.$266,483.
COMPARATIVE FINANCIAL INFORMATION
Below we set forth a summary of comparative financial information for the six-months ended June 30, 2026 and 2025:
RESULTS OF OPERATIONS
Six-Months Ended June 30, 2026 Compared to Six-Months Ended June 30, 2025
Revenues for the six-months ended June 30, 2026 decreased by $539,081 to $586,280 from $1,125,361 for the comparable 2025 period, primarily attributed to lower decommissioning revenues from our Metals Segment of $541,481 resulting from a large emergency decommissioning that occurred in first quarter of 2025.
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license or sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the six-months ended June 30, 2026 increased $67,910 primarily due to the ramp up of plant operations and associated labor for our first metal recycling commercial facility.
Selling, general and administrative expense for the six-months ended June 30, 2026 increased by $6,024,888 to $13,918,443 from $7,893,555 in the comparable 2025 period, primarily as a result of higher employee-related costs of $2,822,642 due to higher headcount in 2026 compared to 2025 as we ramp up our metals recycling commercial operations and biofuels development businesses and accrual of annual incentive plans in 2026 of $404,043, compared to a prior year adjustment to lower the accrued incentive compensation for $600,000, and higher rent expense of $982,771 due to leasing our industry-scale metal recycling facility in Silver Springs, NV and our renewable fuels pilot facilities in Madison, WI. Increase is also attributed to higher consulting fees of $602,493, higher legal fees of $402,358, higher director fees of $381,697, higher marketing expense of $219,012 higher insurance expense of $183,104, higher utilities of $175,625, higher permits and license expense of $155,241, and higher stock-based compensation of $106,712; offset by lower mining cost of $445,248.
Research and development expenses for the six-months ended June 30, 2026 decreased by $1,043,958 to $4,380,605 from $5,424,563 in the comparable 2025 period, primarily related to lower rent expense of $1,565,694 attributed to the AST research and development rent of $1,487,476 paid in March 2025 and lower research and development costs for renewable fuel associated projects of $978,434; offset by higher costs attributed to the Metals refinery development project of $1,065,590 and higher employee-related costs of $564,674 due to higher headcount in 2026 compared to 2025.
LODE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 8 Form 4 filings (4 insiders, 9 trade dates, 1,118,901 shares, about $4.2M) and open-market sales in 0 filings. Net open-market shares: 1,118,901 (purchases minus sales); net value about $4.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Slanina Kristin |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Spence Robert |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Pei Steven Yu-Tsung |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Nance William John |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Marting Walter A. Jr |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Drozdoff Leo M |
Grant/award | 9,094 | — | — |
| 2026-10-01 | Colvin Donald A |
Grant/award | 9,094 | — | — |
| 2026-08-06 | Degasperis Corrado |
Open-market purchase | 7,250 | $3.04 | $22.0K |
| 2026-07-06 | Colvin Donald A |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Drozdoff Leo M |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Marting Walter A. Jr |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Nance William John |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Pei Steven Yu-Tsung |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Spence Robert |
Grant/award | 5,942 | — | — |
| 2026-07-06 | Slanina Kristin |
Grant/award | 5,942 | — | — |
| 2026-06-12 | Pei Steven Yu-Tsung |
Open-market purchase | 150,000 | $4.10 | $615.0K |
| 2026-06-11 | Pei Steven Yu-Tsung |
Open-market purchase | 100,000 | $4.09 | $409.0K |
| 2026-06-03 | Spence Robert |
Open-market purchase | 24,410 | $3.97 | $96.9K |
| 2026-06-03 | Pei Steven Yu-Tsung |
Open-market purchase | 180,000 | $3.93 | $707.4K |
| 2026-06-03 | Degasperis Corrado |
Open-market purchase | 10,682 | $3.98 | $42.5K |
| 2026-06-03 | Drozdoff Leo M |
Open-market purchase | 7,000 | $4.11 | $28.8K |
| 2026-06-02 | Pei Steven Yu-Tsung |
Open-market purchase | 153,823 | $4.10 | $630.7K |
| 2026-06-01 | Pei Steven Yu-Tsung |
Open-market purchase | 26,177 | $4.14 | $108.4K |
| 2026-05-14 | Pei Steven Yu-Tsung |
Open-market purchase | 79,559 | $3.43 | $272.9K |
| 2026-05-13 | Pei Steven Yu-Tsung |
Open-market purchase | 345,000 | $3.38 | $1.2M |
| 2026-05-12 | Degasperis Corrado |
Open-market purchase | 35,000 | $2.89 | $101.2K |
| 2026-04-16 | Pei Steven Yu-Tsung |
Grant/award | 7,993 | — | — |
| 2026-04-09 | Salinas Mayaguez J |
Grant/award | 7,993 | — | — |
Well-known investors holding LODE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,260,185 | $5.2M | 0.0% | Reduced 23% |
| Renaissance Technologies | 2026-06-30 | 202,283 | $841.5K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 196,179 | $816.1K | 0.0% | Added 734% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 59,412 | $181.2K | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 19,632 | $81.7K | 0.0% | Reduced 98% |