What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-24 compared with 2025-03-06 · 1130 added, 849 removed, 1347 unchanged (60% of the section changed)

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Comstock Inc.

To the Board of Directors and Stockholders Comstock Inc.

Opinion on the Financial Statements

17 unchanged sentences

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessment of Intangible Assets

As of December 31, 2025, the Company’s intangible assets—all of which relate to the Fuels Asset Group (Bioleum segment)—had a carrying value of $24.9 million (Note 8).

Because these assets represent a significant portion of the Company’s total assets, management evaluates the group for impairment whenever events or changes in circumstances suggest the carrying amount may not be recoverable.

Based on its assessment, management concluded that no such triggering events occurred during the year ended December 31, 2025.

We identified the evaluation of potential impairment indicators for the Fuels Asset Group as a critical audit matter.

Auditing management’s "no-trigger" conclusion required significant auditor judgment due to the complexities of evaluating the cumulative evidence supporting the segment’s transition to pilot and commercial-scale production.

This included assessing qualitative factors such as market-observable transactions, external funding, and evolving global demand for alternative fuel solutions.

The primary procedures we performed to address this critical audit matter included the following, among others:

• Obtained an understanding of management’s process and evaluated the design and implementation of controls over the review of internal and external impairment indicators.

• Evaluated management’s identification of the Fuels Asset Group carrying value and independently developed a schedule of the associated long-lived assets and liabilities to ensure the carrying value was complete and accurately represented the group’s operations.

• Evaluated a third-party investment exchanged for equity shares of the Bioleum segment during the year as contemporary evidence supporting the asset group’s fair value and management's recoverability assessment.

• Inspected facility leases, vouched equipment acquisitions, and confirmed government grant funding to validate the Company's "held-for-use" model and its progress towards commercialization.

• Assessed the broader industry environment, including global regulatory trends and government incentives supporting long-term demand for the technology platform.

• Compared management’s impairment conclusions against their public statements in SEC filings and investor presentations to ensure disclosures remained consistent with the audit evidence.

/s/ Assure CPA, LLC

13 unchanged sentences

1,287,722 2,419,671

Derivative assets

Assets held for sale - land and mineral rights and properties

Derivative assets (Note 15)

1,960,796 1,529,850

Assets held for sale - land and mineral rights and properties (Note 6)

Prepaid expenses and other current assets

3 unchanged sentences

Non-current Assets:

Investments (Note 4)

39,505,436 38,885,998

Mineral rights and properties

Mineral rights and properties (Note 6)

11,980,716 11,250,121

Properties, plant and equipment, net

Properties, plant and equipment, net (Note 6)

29,886,209 8,605,094

Deposits - equipment

8,002,643 411,268

Reclamation bond deposit

Reclamation bond deposit (Note 7)

3,996,174 3,259,514

Notes receivable and advances, net

Notes receivable and advances (Note 5)

10,313,754 2,430,291

Intangible assets, net

Intangible assets, net (Note 8)

24,943,388 5,859,152

Finance lease - right of use asset, net

Goodwill (Note 3)

Finance lease - right of use asset, net (Note 10)

836,921 3,088,188

Operating lease - right of use asset, net

Operating lease - right of use asset, net (Note 10)

17,704,775 4,650,862

14 unchanged sentences

$ 2,269,912 $ 2,853,263

Accrued expenses and other liabilities

4,518,497 2,283,986

Deferred revenue

Accrued expenses and other liabilities (Note 9)

4,848,299 4,473,739

Derivative liabilities

Finance lease - right of use lease liability

Deferred revenue (Note 20)

2,166,517 151,939

Finance lease - right of use lease liability (Note 10)

Operating lease - right of use lease liability (Note 10)

540,542 44,758

Deferred liabilities

Debt, net (Note 11)

Total current liabilities

1 unchanged sentence

Long-term Liabilities:

Reclamation liability

6,033,418 5,606,681

Operating lease - right of use lease liability

Reclamation liability (Note 12)

6,488,215 6,033,418

Deferred revenue

Operating lease - right of use lease liability (Note 10)

18,172,659 4,826,785

Deferred revenue (Note 9)

Marathon Simple Agreement for Future Equity ("Safe") Note (Note 15)

Debt, net (Note 11)

Flux Photon payable (Notes 9 and 21)

Other liabilities

9 unchanged sentences

177,026 156,590

Treasury stock 0 and 260,532 shares, at cost, at December 31, 2024 and 2023, respectively

— ( 3,360,867 )

Additional paid-in capital

18 unchanged sentences

Cost of goods sold

2,626,962 451,938

Operating expenses:

6 unchanged sentences

Impairment of intangible assets

9,333 8,667,869

Impairment of properties, plant and equipment

Gain on sale of Facility and mineral rights (Notes 4 and 9)

433,411 324,047

Gain on sale of mineral rights (Note 6)

( 200,000 ) ( 804,489 )

Total operating expenses

3 unchanged sentences

Other Income (Expense):

Gain (loss) on investments

Loss on investments

— ( 711,920 )

5 unchanged sentences

1,443,967 1,284,614

Gain (loss) on conversion of debt

Loss on conversion of debt

( 3,088,167 ) ( 9,755,686 )

1 unchanged sentence

( 2,767,887 ) ( 817,498 )

Gain on extinguishment of liability

Other income (expense)

2 unchanged sentences

( 5,017,830 ) ( 13,735,903 )

Net income (loss)

( 43,166,886 ) ( 53,402,898 )

Net income (loss) attributable to noncontrolling interest

( 81,444 ) 1,364,431

Net income (loss) attributable to Comstock Inc.

$ ( 53,321,454 ) $ 9,161,821

Earnings per Share - Basic:

Net income (loss) per share - basic

Net loss attributable to noncontrolling interest

( 90,443 ) ( 81,444 )

Earnings per Share - Diluted:

Net income (loss) per share - diluted

Net loss attributable to Comstock Inc.

$ ( 43,076,443 ) $ ( 53,321,454 )

Weighted average common shares outstanding, basic

Earnings per Share - Basic and Diluted:

Net loss per share - basic and diluted

$ ( 1.17 ) $ ( 3.21 )

Weighted average common shares outstanding, diluted

Weighted average common shares outstanding, basic and diluted

36,707,660 16,613,755

12 unchanged sentences

— — ( 225,120 ) — — — ( 225,120 )

Issuance of common stock for debt issuance costs

234,940 1,565 783,246 — — — 784,811

Issuance of common stock for conversion of debt and accrued interest

2 unchanged sentences

181,632 1,210 526,331 — — — 527,541

Warrants issued with note agreement

— — 157,269 — — — 157,269

Payment to Northern Comstock LLC for mineral rights

2 unchanged sentences

— 120 41,679 — — — 41,799

LINICO dividends earned by AQMS not distributed

Retirement of treasury shares ( 260,532 shares)

( 260,532 ) ( 1,735 ) ( 3,359,132 ) — 3,360,867 — —

Dividend payable extinguished with acquisition of AQMS' interest in LINICO

Issuance of common stock for marketing-related costs

99,826 665 362,028 — — — 362,693

Acquisition of AQMS interest in LINICO

Issuance of common stock for Haywood lease amendment

150,000 999 508,851 — — — 509,850

LINICO distribution to AQMS

Issuance of common stock for AST lease amendment

497,500 3,313 1,583,712 — — — 1,587,025

Warrant modification associated with debt amendment

— — 108,230 — — — 108,230

Share-based payment recognized as non-controlling interest

— — ( 172,600 ) — — 172,600 —

Rescission of equity agreement (Note 14)

— — 91,156 — — ( 91,156 ) —

— — — ( 53,321,454 ) — ( 81,444 ) ( 53,402,898 )

BALANCE - December 31, 2024

2 unchanged sentences

16,547,577 11,020 38,210,494 — — — 38,221,514

Issuance of common stock for stock issuance costs

25,000 167 84,833 — — — 85,000

Common stock issuance costs

8 unchanged sentences

132,573 88 482,412 — — — 482,500

Employee and director share-based compensation

Issuance of common stock for GHF note amendment

1,500,000 999 4,754,001 — — — 4,755,000

Retirement of treasury shares ( 260,532 shares)

Issuance of common stock for Alvin note amendment

1,400,000 933 4,437,067 — — — 4,438,000

Issuance of common stock for marketing-related costs

Issuance of common stock for AST lease amendment

985,000 656 2,481,544 — — — 2,482,200

Issuance of common stock for LINICO acquisition-related commitment

775,000 516 1,859,484 — — — 1,860,000

Issuance of common stock for Haywood lease amendment

200,000 133 699,867 — — — 700,000

Issuance of common stock for AST lease amendment

Issuance of common stock for Flux Photon amendment

2,000,000 1,333 5,778,667 — — — 5,780,000

1 unchanged sentence

— — 203,800 — — — 203,800

Share-based payment recognized as non-controlling interest

Adjustment for fractional shares upon 1:10 reverse stock split

246 — — — — — —

Rescission of equity agreement (Note 13)

Non-controlling interest of shares in subsidiary for Mardis investment

— — 19,336,362 — — 663,638 20,000,000

Non-controlling interest of shares in subsidiary for Founders Group shares

— — 2,643,618 — — 2,636,382 5,280,000

Non-controlling interest of shares in subsidiary for RenFuel IP purchase

— — 326,898 — — 61,102 388,000

Non-controlling interest of shares in subsidiary for RenFuel IP warrant

— — — — — 21,000 21,000

Non-controlling interest of shares in subsidiary for Hexas acquisition

— — 111,534 — — 29,341 140,875

— — — ( 43,076,443 ) — ( 90,443 ) ( 43,166,886 )

BALANCE - December 31, 2025

8 unchanged sentences

CASH FLOW FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 43,166,886 ) $ ( 53,402,898 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2 unchanged sentences

51,241 49,663

Amortization of discount associated with finance leases

16,445 246,038

Amortization of debt discount and other debt-related items

542,470 1,297,143

Amortization of discount associated with finance leases and other

493,693 16,445

Accretion of reclamation liability

1 unchanged sentence

Impairment of intangible assets (Note 8)

9,333 8,667,869

Impairment of properties, plant and equipment (Note 6)

Gain on sale of mineral rights and Facility (Notes 4 and 9)

433,411 324,047

(Gain) loss on investments (Note 2)

Gain on sale of mineral rights (Note 6)

( 200,000 ) ( 804,489 )

Loss on investments (Note 4)

Research and development expense paid with common stock (Note 10)

Research and development expense recognized on GenMat transaction (Note 2)

Gain on write-off of SSOF deposits

1,487,476 1,208,180

(Gain) loss on conversion of debt

Research and development expense recognized on RenFuel IP and GenMat transactions (Notes 4 and 5)

3,052,869 12,244,538

Loss on conversion of debt

3,088,167 9,755,686

Loss on extinguishment of debt

Employee and director share based compensation (recapture)

2,767,887 817,498

Gain on extinguishment of liability

( 845,000 ) —

Change in fair value of derivative instruments

( 1,443,967 ) ( 1,284,614 )

Loss on Pelen option

Share of net loss of equity-method investments

30,562 1,764,643

Write-off of expense related to Fenix prepaid

Interest expense paid with common stock

401,523 527,541

(Gain) Loss on expiration of LINICO and SSOF deposits

375,000 ( 400,000 )

134,652 ( 69,508 )

Changes in operating assets and liabilities:

5 unchanged sentences

( 394,697 ) —

732,722 ( 64,606 )

Accounts payable

2 unchanged sentences

( 42,972 ) ( 976,002 )

Deferred revenue

Deferred revenue - Metal recycling

1,947,912 ( 1,082,806 )

Deposits - liability

Deferred income - income grant

Flux Photon payable

( 1,000,000 ) —

Other liabilities

3 unchanged sentences

CASH FLOW FROM INVESTING ACTIVITIES:

Deposits paid on equipment

( 7,571,679 ) —

Purchase of mineral rights and property, plant and equipment

1 unchanged sentence

Proceeds from sale of mineral rights (Note 6)

Proceeds received from the sale of the Facility (Note 9)

Proceeds from sale of ABTC common shares

Proceeds from sale of Green Li-ion preferred shares

Purchase of Facility (Note 9)

1,950,000 1,000,000

Payments on contractual commitments associated with derivatives

Cash paid for acquisition of Hexas, net

( 416,471 ) —

Investment in SSOF

Investment in Hexas SAFE Note

( 1,135,000 ) —

1 unchanged sentence

( 1,000,000 ) ( 1,450,000 )

Advances to GenMat

Acquisition of intangible asset

( 300,000 ) ( 285,000 )

1 unchanged sentence

( 9,400,000 ) —

Acquisition of intangible asset

Investment in SSOF

( 650,000 ) ( 530,000 )

Payments on contractual commitments associated with derivatives

( 445,000 ) ( 2,584,364 )

Advances to GenMat

— ( 1,285,637 )

Funding of reclamation bond

1 unchanged sentence

( 70,122 ) ( 134,286 )

Net cash provided by (used in) investing activities

Net cash used in investing activities

( 21,975,824 ) ( 6,478,721 )

5 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on financing leases

( 100,260 ) ( 301,540 )

Proceeds from the issuance of common stock

5 unchanged sentences

Debt issuance costs

Issuance of equity in subsidiary - Bioleum Corporation

Common stock issuance costs

( 3,237,633 ) ( 140,120 )

LINICO distribution to AQMS

Principal payments on financing leases

( 23,650 ) ( 100,260 )

Net cash provided by financing activities

11 unchanged sentences

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Issuance of common shares for Northern Comstock LLC mineral rights payments

$ 482,500 $ 482,500

Issuance of common shares for debt conversion and accrued interest

$ 23,416,772 $ 4,258,172

Issuance of common stock for stock issuance costs

$ 85,000 $ 350,000

Recognition of operating lease liability and right-of-use asset

$ 13,260,945 $ 4,567,814

Issuance of common shares with debt for issuance costs

Acquisition of plant and equipment from Marathon SAFE Note

Issuance of common shares for debt conversion and accrued interest

11,850,097 23,416,772

Investment acquired with payable

Issuance of common shares for Alvin and GHF notes payable

Issuance of common shares for Northern Comstock LLC mineral rights payments

482,500 482,500

3 unchanged sentences

2,482,200 378,845

Fair value of common stock held by GenMat transferred to GenMat Advances (Note 2)

$ 694,969 $ —

Transfer of derivative liability to accrued expenses

$ 3,243,853 $ —

Shares of ABTC common stock received on sale of Facility

$ — $ 9,365,000

Return of shares of ABTC common stock in lieu of escrowed funds

$ — $ ( 1,500,000 )

Equipment acquired with payable

$ — $ 699,630

SSOF advances converted to equity investment

$ — $ 6,985,000

Shares payable for commitment fees

$ — $ 150,000

Note payable to AQMS for acquisition of AQMS' interest in LINICO

$ — $ 566,327

Warrants issued in connection with note agreement

Issuance of common stock for LINICO acquisition-related payable

Intangible asset acquired with common stock issued for Flux Photon amendment

Intangible asset acquired with derivative liability for Flux Photon amendment

Intangible asset acquired with issuance of equity in subsidiary

Intangible asset acquired with Flux Photon payable

Contractual commitment settled with Accounts Receivable - AST

Fair value of common stock held by Haywood transferred to accounts receivable

Contractual commitment settled with obligation - Flux Photon

5,270,898 3,243,853

Issuance of common shares with debt for issuance costs

Investment acquired with payable

Issuance of common stock for stock issuance costs

Fair value of common stock held by GenMat transferred to GenMat Advances (Note 3)

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements .

4 unchanged sentences

REFERENCES TO THE COMPANY

Unless context otherwise indicates, the terms we , us , our , Comstock , or the Company mean Comstock Inc., and its subsidiaries on a consolidated basis.

Unless indicated, the terms we , us , our , Comstock , or the Company mean Comstock Inc., and its subsidiaries on a consolidated basis.

DESCRIPTION OF THE BUSINESS

Comstock innovates and advances technologies that enable the production of energy from waste and/or under-utilized natural resources and the extraction and conversion of minerals and metals critical for energy generation and storage.

Comstock has developed and is commercializing sustainable products and solutions that integrate into and leverage existing infrastructure and supply chains and provide clean energy sources and materials supporting clean energy sources that meet the growing global energy demand.

Our goal is to Accelerate the Commercialization of Hard Technologies for Energy Markets primarily in renewable fuels, renewable electrification metals, and other relevant artificial intelligence enabled mineral and materials development.

Our strategies are based on accelerating the rate that our system innovates, enables, and commercializes material science solutions.

Our technologies are designed to reduce reliance on long cycle fossil fuels, shift to short cycle fuels, and lead and support the adoption and growth of the materials necessary to increase the production of global energy.

From 2021 through 2024, we completed a series of foundational transactions and investments designed to build on our competencies and position us and certain new technologies to address the rapidly growing global demand for energy and to enhance our material development capabilities.

Collectively, these transactions added the management, employees, facilities, intellectual properties, and other assets we needed to restructure and transform our company and businesses into leading innovators that commercialize and license technologies that enable the sustainable production of renewable energy, including lignocellulosic fuels, electrification metals and efficient mineral discovery.

Comstock historically focused on natural resource exploration, development, and production, with an emphasis on developing and mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock District in Nevada.

We are currently focused on developing technologies that enhance the efficacy and efficiency of mineral exploration and development activities, including advanced data collection capabilities and artificially intelligent interpretive and predictive technologies, while leveraging our extensive database of historical and current geologic data, for breakthrough mineral discovery.

Comstock commercializes innovative technologies, systems and supply chains that extract, process, and convert under-utilized waste and natural resources into clean energy and clean energy supporting products, including truly sustainable solutions that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels.

Bioleum Corporation (“Bioleum”), the Company's subsidiary, seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.

REVERSE STOCK SPLIT

1 unchanged sentence

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.

This recast ensures comparability across all periods presented and does not impact previously reported net income (loss), total assets, or total 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.

2 unchanged sentences

and its subsidiaries which include the following.

Comstock Fuels Corporation (“Comstock Fuels”);

Comstock Metals LLC (“Comstock Metals”);

Comstock Mining LLC (“Comstock Mining”);

Comstock Innovations Corporation (“Comstock Innovations”);

Comstock Engineering Corporation (“Comstock Engineering”);

Comstock IP Holdings LLC (“Comstock IP Holdings”);

Comstock Mining

• Comstock Exploration and Development LLC (“CED”);

• Comstock Royalty Holding LLC (“CRH”);

• Comstock Northern Exploration LLC (“CNE”) (CNE was sold December 18, 2024);

• Comstock Mining LLC (“Comstock Mining”);

• Northern Comstock LLC, since August 4, 2025;

• Comstock Processing LLC (“CP”);

Comstock Royalty Holding LLC (“CRH”);

• MCU Philippines, Inc.

• GenMat Licensing LLC (“AICo”) since November 6, 2024.

Comstock Real Estate

• Comstock Real Estate, Inc.

1 unchanged sentence

• Downtown Silver Springs LLC (“DTSS”).

Comstock Metals

• Comstock Metals LLC (“Comstock Metals”);

• Comstock Solar Recycling LLC (“Comstock Metal Solar Recycling”), established December 5, 2025;

• Comstock Solar Recycling (CA) LLC (“Comstock Metal Solar Recycling CA”), established December 10, 2025;

• Comstock Solar Recycling (OH) LLC (“Comstock Metal Solar Recycling OH”), established December 9, 2025;

• LINICO Corporation Inc.

MCU Philippines, Inc.

Bioleum, Comstock Inc.

owned 100 % at December 31, 2024 and 77 % at December 31, 2025

• Comstock Fuels Corporation (“Comstock Fuels”);

• MANA Corporation (“MANA”);

• Bioleum Corporation (“Bioleum”), established May 14, 2025;

• Bioleum PDC Madison LLC (“Bioleum Madison”), established February 27, 2025;

• Bioleum PDC Wausau LLC (“Bioleum Wausau”), established July 14, 2025;

• Bioleum IP Holdings LLC (“Bioleum IP Holdings”), established July 14, 2025;

• HX Biomass Corporation (“Hexas”), established December 15, 2025;

• Comstock Innovations Corporation (“Comstock Innovations”);

• Comstock Engineering Corporation (“Comstock Engineering”), dissolved on September 16, 2025;

• Comstock IP Holdings LLC (“Comstock IP Holdings”);

• Comstock Fuels Oklahoma LLC, since November 4, 2024.

• GenMat Licensing LLC (“AICo”) since November 6, 2024.

All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes.

3 unchanged sentences

If applicable, when determining if it is appropriate to aggregate different operating segments, we determine if the segments are economically similar and, if so, the operating segments are aggregated.

The chief operating decision maker (“CODM”) over the segments is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer.

We have the following five reporting segments:

Fuels, Metals, Mining, Strategic Investments and Corporate.

Our CODM assesses the Company's performance and allocation of capital resources based on our segments.

The Company monitors each reporting segment and has dedicated personnel responsible for each reportable segment.

Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels.

Metals, Mining, Strategic Investments, Corporate and Fuels.

For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer.

For our Fuels Segment, our CODM is the chief executive officer of Bioleum.

For the Metals segment, our CODM is the President of Comstock Metals (“Metals President”).

For the Mining segment, our CODM is our chief financial officer.

The Company plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment.

Our Fuels Segment represents the conversion of our lignocellulosic biomass into biointermediates for refining into renewable fuels.

Our Metals Segment represents our recycling of electrification products.

2 unchanged sentences

Mining revenue is from leasing mineral claims and other real estate.

Fuels Segment

Our Fuels Segment is administered by our wholly owned subsidiary, Comstock Fuels Corporation, who develops and commercializes technologies that extract and convert wasted and unused lignocellulosic biomass into intermediates for refining into advanced renewable fuels.

Most renewable fuels draw from the same pool of conventional fats, oils and greases (“FOG”) feedstocks, but the total existing FOG supply can only meet a small fraction of the global mobility demand.

Metals Segment

Our Metals Segment is administered by our wholly owned subsidiary, Comstock Metals LLC and facilitates solar panel recycling and materials recovery solutions that drive sustainability across the electrification products market.

In 2025 and 2024, Comstock Metals has been operating a demonstration-scale solar panel recycling facility, which generates revenue through service fees for decommissioning, environmental remediation (“tipping”) fees for receiving and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, glass pearls, and concentrated tailings containing silver, silicon, copper, and other critical and electrification metals.

This facility has demonstrated our capability to deliver environmentally responsible recycling solutions that support the domestic mineral and electrification metals supply chains while reducing landfill waste.

Fuels Segment - Bioleum Corporation

Our Fuels Segment is administered by Bioleum, our majority-owned subsidiary, who develops and commercializes technologies that extract and convert wasted and unused lignocellulosic biomass into intermediates for refining into advanced renewable fuels.

Comstock Fuels plans to enable and elevate domestic energy production capacity by directly building, owning, and operating a network of U.S.

1 unchanged sentence

Comstock Fuels also licenses selected technologies to strategic international and domestic partners, including long term feedstock and offtake agreements.

Metals Segment

Our Metals Segment is administered by our wholly owned subsidiary, Comstock Metals, and provides environmentally superior end-of-life solar panel recycling for what we believe is a truly sustainable solar panel supply chain and solar energy system.

Comstock Metals strives to reliably deliver a 100% Zero Landfill Solar Panel Recycling solution for our customers and partners.

During 2024, Comstock Metals expanded its metals recycling team, secured all permitting for its first commercial, demonstration scale facility, secured supply agreements from its first customers, commenced production commissioning activities, commissioned the demonstration facility and recognized revenue from three sources, that is, service fees for decommissioning, tipping fees for the receipt and storage of end-of-life panels and sales from shipments of recycled aluminum, copper, glass and concentrated silver in tailings.

Comstock Metals also completed the site selection and secured the lease on our first “industry-scale” production facility and commenced the design and the permitting thereto, and also received its first county permit for industry-scale storage and processing.

Mining Segment

Our Mining Segment generated income in the form of leases, licenses, and related fees and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain a royalty interest in twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).

Our Mining Segment is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control or retain royalty interests on patented mining claims, unpatented mining claims and surface parcels in Nevada (the “Comstock Mineral Estate”).

Strategic Investments Segment

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals and Mining Segments, that are held for the purpose of complimenting or enhancing goals but that are not a component of such other segments or otherwise have distinct operating activities.

Our Strategic Investments Segment includes minority equity, debt and/or equity-linked investments in RenFuel (advanced biofuel development and production), Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), and Sierra Springs Opportunity Fund (real estate) and other investments.

We own investments that were intended to support our plans to produce and maximize throughput in our Metals and Fuels Segments, but that are not an independent component of our other segments or otherwise yet have any distinct operating activities.

Our Strategic Investments Segment includes our minority equity investments in Green Li-ion Pte Limited (“Green Li-ion”) (lithium ion battery material processor for precursor cathode active materials (“PCAM”) production), and Sierra Springs Opportunity Fund (“SSOF”) (direct investments in industrial northern Nevada real estate and supporting utilities where Metals currently operates).

Corporate Segment

Our Corporate Segment includes our corporate functions and services, including research and development activities that are ongoing outside of the business activities related to our Fuels, Metals, Mining and Strategic Investments Segments.

Our Corporate Segment includes our corporate functions and services, including research and development activities that are ongoing outside of the business activities related to our Metals, Mining, Strategic Investments and Fuels Segments.

Each segment has a distinct cost structure with dedicated management personnel with reporting responsibility to the CODM.

2 unchanged sentences

BUSINESS COMBINATIONS

The Company applies the acquisition method of accounting for business combinations to all acquisitions where the Company gains a controlling interest, regardless of whether consideration was exchanged.

With respect to business combinations, the Company (a) recognizes and measures the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree;

(b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase;

The Company applies the acquisition method of accounting for business combinations to acquisitions where the Company gains a controlling interest, regardless of whether consideration was exchanged.

With respect to business combinations, the Company (a) recognizes and measures the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their acquisition-date fair value;

(b) recognizes goodwill acquired or a gain from a bargain purchase;

and (c) discloses the nature and financial effects of the business combination.

Accounting for business acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values.

Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred and the net acquisition-date fair values of the assets acquired and liabilities assumed.

Goodwill is measured as the excess of the acquisition-date fair value of consideration transferred and the net acquisition-date amounts of the identifiable assets acquired, liabilities assumed, any non-controlling interest, and the fair value of any previously held equity interest.

Transaction costs related to the business combinations are expensed as incurred.

While the Company uses our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates inherently are uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets, including intangible assets acquired and liabilities assumed with corresponding offsets to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized to our consolidated statements of operations.

Deferred tax losses created in business combinations for the difference between the historical carryover basis of assets for tax purposes and the stepped-up fair value basis for book purposes are recognized as an increase to goodwill.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree or to the consideration transferred for the acquiree.

Deferred tax liabilities are typically created in business combinations for the difference between the historical carryover basis of assets for tax purposes and the stepped-up fair value basis for book purposes are recognized as an increase to goodwill.

ASSET ACQUISITIONS

The cost of a group of assets acquired in an asset acquisition includes the carrying amount of any previously held equity interest, the fair value of any noncontrolling interests, and the fair value of any consideration transferred at the date of acquisition.

The Company performs a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets;

if this threshold is met, the transaction is accounted for as an asset acquisition rather than a business combination.

Assets acquired in an asset acquisition are recognized based on their cost to the Company which could include cash and non-cash consideration, previously held equity interest, noncontrolling interests, convertible notes receivable and direct acquisition-related costs.

The cost is allocated to the individual assets acquired or liabilities assumed based on their relative fair values and goodwill is not recognized.

If it is determined that the cost of the acquisition exceeds the fair value of the assets acquired, the difference is allocated pro rata on the basis of relative fair values to increase certain of the assets acquired.

All identifiable assets, including intangible assets, are identified and recognized.

Deferred tax losses created in asset acquisitions for the difference between the historical carryover basis for tax purposes and the stepped-up fair value basis for book purposes are calculated using a simultaneous equation under the gross up approach and recognized as an increase to the assets to which they relate.

In an asset acquisition, deferred tax liabilities or assets are recognized for the difference between the tax basis and the cost assigned to the assets;

the cost of the acquired assets is increased or decreased by the amount of these deferred taxes through a simultaneous equation calculation.

VARIABLE INTEREST ENTITIES

1 unchanged sentence

An investor in a VIE has a controlling interest if the investor is determined to be the primary beneficiary of the VIE, defined as having the (i) power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or (ii) obligation to absorb losses of the VIE that could potentially be significant to the VIE, or (iii) right to receive benefits from the VIE that could be significant to the VIE.

This assessment of power and economics is qualitative in nature and involves significant management judgment.

The Company reassesses its status as a primary beneficiary on an ongoing basis or upon the occurrence of certain events.

The Company has also determined that the Company does not have a controlling interest in any of its investments, as the Company does not meet the definition of primary beneficiary cited above.

Accordingly, the accounts of these companies are not included in our Consolidated Financial Statements.

Accordingly, the accounts of these companies are not consolidated in our Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

The Company has had recurring net losses from operations and had an accumulated deficit of approximately $ 378.7 million at December 31, 2025 .

For the year ended December 31, 2024 , the Company recognized net loss of $ 53,402,898 while cash and cash equivalents decreased by $ 2,831,306 from $ 3,785,577 at December 31, 2023 to $ 954,271 at December 31, 2024 .

For the year ended December 31, 2025 , the Company recognized a net loss of $ 43.2 million while cash and cash equivalents increased by $ 16.0 million from $ 1.0 million at December 31, 2024 to $ 17.0 million at December 31, 2025 .

At December 31, 2025 , the Company has no outstanding debt.

The Company intends to fund our operations over the next twelve months from issuance of equity under our existing shelf registration statement and private placements, issuance of subsidiary-level equity, planned licensing and related engineering services, sales and deferred revenue from our solar panel recycling business, planned sales of non-strategic assets and other investments, and existing cash and cash equivalents.

14 unchanged sentences

useful lives of intangible assets;

impairment of intangibles, notes receivable and advances;

impairment of intangibles, goodwill, notes receivable and advances;

reclamation liabilities;

2 unchanged sentences

stock-based compensation;

• fair value of non-cash equity transactions;

estimates for incentive compensation;

3 unchanged sentences

Cash deposits with banks may exceed Federal Deposit Insurance Corporation insured limits.

Accounts receivables are uncollateralized, non-interest-bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

Accounts receivables are uncollateralized, non-interest-bearing customer obligations due under normal trade terms typically requiring payment within 30 days from the invoice date.

Accounts receivables are stated at the amount billed to the customer.

Accounts receivable in excess of 90 days old are evaluated for delinquency.

In addition, we consider historical bad debts and current economic trends in evaluating the allowance for doubtful accounts.

Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the oldest unpaid invoices.

We consider historical bad debts and current economic trends in evaluating the allowance for doubtful accounts.

Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance or, if unspecified, are applied to the oldest unpaid invoices.

Management reviews valuation allowances on a quarterly basis.

3 unchanged sentences

When interest accrued under the interest method exceeds interest at the stated rate, the amount of periodic amortization recognized is limited to the amount at which the borrower could settle the obligation.

Notes receivable are subsequently measured on an amortized cost basis.

Notes receivable is subsequently measured on an amortized cost basis.

Investments in Debt and Equity Securities

31 unchanged sentences

We review indefinite-lived intangibles for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

The Company does not currently have any indefinite lived intangible assets.

Goodwill represents the cost in excess of the consideration paid over the fair value of net assets acquired in a business combination.

The Company allocates goodwill to reporting units based on the expected benefit from the business combination.

The Company evaluates our reporting units periodically, as well as when changes in our operating segments occur.

For changes in reporting units, the Company reassigns goodwill using a relative fair value allocation approach.

Goodwill is tested for impairment at the reporting unit level on an annual basis, and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

We assess our goodwill for impairment at least annually as of October 1, unless events or a change in circumstances indicate an earlier impairment.

FAIR VALUE MEASUREMENTS

36 unchanged sentences

Fair value is generally determined based on discounted future cash flows.

GOVERNMENT GRANT REVENUE

The Company generates grant income from government grants and determined that the grants are not within the scope of Accounting Standards Codification (“ASC”) 606 as the government entities do not meet the definition of a contract with a customer.

The Company has concluded that the grants meet the definition of an asset grant under International Accounting Standards (“IAS”) 20 and elected to use the deferred income approach to recognize the deferred income over the life of the asset.

The Company recognizes funding received from grants as other income, rather than as a reduction of depreciation expense.

The Company recognizes other income only after the conditions of grants have been incurred and it is reasonably assured that the conditions will be met.

The Company recognizes the related deferred revenue in long-term deferred revenue on the consolidated balance sheet which is recognized as grant income over the life of the asset.

RECLAMATION LIABILITIES AND ASSET RETIREMENT OBLIGATIONS

23 unchanged sentences

The Company uses the units-of-production method to deplete the mineral rights and mining properties when in operation.

TREASURY STOCK

When the Company acquires its own stock, it is initially valued at cost and presented as treasury stock.

Other than formal or constructive retirement or when ultimate disposition has not yet been decided, the cost of the acquired stock is presented as treasury stock separately as a deduction from the total of stockholders' equity.

Gains on sales of treasury stock not previously accounted for as constructively retired are credited to additional paid-in capital, and losses are charged to additional paid-in capital to the extent that previous net gains from sales or retirements of the same class of stock are included therein, with the remainder charged to accumulated deficit.

When the Company's stock is retired or purchased for constructive retirement, any excess purchase price over par value is allocated between additional paid-in capital to the extent that previous net gains from sales or retirements are included therein, and the remainder to accumulated deficit.

REVENUE RECOGNITION

Fuels Segment

For the majority of our operations, services revenues are recognized when services are performed and are contractually billable.

For service contracts, principally engineering and construction management service, we recognize revenue over a period of time based on estimated progress toward completion.

Service contracts that include multiple performance obligations are segmented between types of services.

For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract.

Revenue recognized on service contracts that have not been billed to clients is recognized as contract assets.

Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities.

Customer payments are typically due within 30 to 45 days of billing, depending on the contract.

For the years ended December 31, 2024 and 2023 , no revenue has been recognized.

Metals Segment

1 unchanged sentence

Decommissioning revenue is specific to removal, transportation and packaging of removed solar panels and related scrap metal.

Third-party contractors may be used for contract labor and/or transportation of materials to our Metals’ facilities, but the Company controls the process and is responsible for the services provided as principal to the transaction.

The Company records decommissioning gross revenue and related expenses in revenue and cost of goods sold, respectively, in the consolidated statement of operations.

Recycling revenue consists of tipping fees to store and recycle solar panels for processing.

Off-take revenue consists of the sale of by-products, such as aluminum and silver, after the recycling process.

Revenue recognized on service contracts that have not been billed to clients is recognized as contract assets.

For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an explicitly stated stand-alone selling price of each distinct service in the contract.

Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities.

Customer payments are typically due within 30 to 45 days of billing, depending on the contract.

In 2024, the Company’s initial revenues were recognized and were generated from the operation of the photovoltaic recycling plant.

The Company recognizes revenue from services for recycling photovoltaic panels which includes coordination of logistics and destruction of the panels.

In 2025 and 2024, the Company’s initial revenues were recognized and were generated from the operation of the photovoltaic recycling plant.

The Company recognizes revenue at a point in time which is when it transfers services for recycling photovoltaic panels which includes coordination of logistics and destruction of the panels.

Revenue is measured based on the consideration to which the Company expects to be entitled under a contract with a customer.

7 unchanged sentences

Cost of goods sold is primarily comprised of direct materials and supplies consumed in the manufacturing of product, as well as manufacturing labor, depreciation expense, repair and maintenance expense and direct and indirect overhead expenses associated with manufacturing product for sale.

Mining Segment

The Company has no contracts with customers as it does not have active mining operations.

Consideration received by the Company pursuant to joint ventures or mineral lease agreements is applied against the carrying value of the related mineral interest.

When and if payments received exceed the carrying value, the excess amount is recognized as revenue ratably over the term of the related agreement.

Real Estate Rental Revenues

2 unchanged sentences

Tenant rental payments are typically due monthly or quarterly, depending on the contract.

Mining Segment

The Company has no contracts with customers since it is not actively mining.

Consideration received by the Company pursuant to joint ventures or mineral lease agreements is applied against the carrying value of the related mineral interest.

When and if payments received exceed the carrying value, the excess amount is recognized as revenue ratably over the term of the related agreement.

RESEARCH AND DEVELOPMENT

14 unchanged sentences

Certain prior year amounts have been reclassified to conform to the 2025 financial statement presentation.

Reclassifications had no effect on net income (loss), cash flows, or stockholders’ equity, as previously reported.

Reclassifications had no effect on net loss, cash flows, or stockholders’ equity, as previously reported.

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid or refunded.

23 unchanged sentences

For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term.

The Company has elected to account for lease and non-lease components, such as common area maintenance (CAM) charges, separately;

accordingly, only the fixed lease component is included in the measurement of the lease liability, while variable non-lease components are expensed as incurred.

For finance leases, the initial right-of-use asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments.

For sales-type or direct financing leases in which the Company is the lessor, the Company recognizes lease payments as rental income and the property is classified on the consolidated balance sheet as assets held for use in property, plant and equipment during the term of the lease.

If the lessee exercises the option to purchase the asset, the Company terminates the lease and the underlying assets are derecognized.

For operating leases in which the Company is the lessor, the Company recognizes lease payments as rental income and the property is classified on the consolidated balance sheet as assets held for use in property, plant and equipment during the term of the lease.

For leases with a term of 12 months or less, lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 05 Business Combinations - Joint Venture Formations (Subtopic 805 - 60 ):

Recognition and Initial Measurement .

The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements.

The objectives of the amendments are to ( 1 ) provide decision useful information to investors and other allocators of capital in a joint venture's financial statements and ( 2 ) reduce diversity in practice.

The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted.

We adopted this guidance prospectively on January 1, 2025 for any newly formed joint ventures entities.

In November 2023, the FASB issued ASU 2023 - 07 ( Topic 280 ) Improvements to Reportable Segment Disclosures .

The new guidance requires disclosure of significant segment expenses that are ( 1 ) regularly provided to or easily computed from information regularly provided to the chief operating decision maker and ( 2 ) included in the reported measure of segment profit or loss.

The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources.

We adopted this guidance which resulted in additional required disclosures included in our consolidated financial statements for the year ended December 31, 2024 and segment disclosure for the comparative year ended December 31, 2023 were modified retrospectively to include the new requirements.

In December 2023, the FASB issued ASU 2023 - 09 ( Topic 740 ) Improvements to Income Tax Disclosures .

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09 ( Topic 740 ) Improvements to Income Tax Disclosures .

The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations.

3 unchanged sentences

The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted.

The Company does not expect the adoption to have a material impact on the consolidated financial statements and has not early adopted the standard.

We adopted this guidance which resulted in additional required disclosures included in our consolidated financial statements for the year ended December 31, 2025 and income tax disclosure for the comparative year ended December 31, 2024 were modified retrospectively to include the new requirements.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

3 unchanged sentences

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE 2 CHANGE IN OWNERSHIP INTEREST - BIOLEUM CORPORATION

Prior to May 2025, the Company owned 100 % of the wholly-owned companies that comprised our Fuels segment.

In May 2025, Bioleum, a newly formed consolidated subsidiary, issued 2.0 million Series 2 Convertible Preferred Shares to eleven foundational Bioleum leaders (“Founders Group”) in exchange for the assignment of developed technologies pursuant to an assignment agreement (the “Bioleum Assignment Agreement”) (see Notes 8 and 14 ).

The Founders Group consists of 11 Bioleum founders, all of which were former employees of the Company and three of which were former officers of the Company, all three of which ceased being officers upon the execution of the Bioleum Assignment Agreement.

On May 22, 2025, the Company completed the recapitalization of its renewable fuels segment into Bioleum.

On May 21, 2025, in connection with the formation of Bioleum, the Company entered into various agreements including the Amended and Restated Certificate of Incorporation, Investors’ Rights Agreement, Voting Agreement, Management Services Agreement, Right of First Refusal and Co-Sale Agreement with Bioleum (collectively, the “Bioleum Transaction Documents”).

On May 27, 2025, Bioleum received a third -party direct investment of $ 20 million in exchange for Convertible Preferred Stock - Series A (“CP Series A”) issued directly by Bioleum.

The Company assessed our Bioleum interests under the VIE model in accordance with ASC 810, Consolidation .

The Company considers qualitative and quantitative factors regarding our Bioleum restricted convertible preferred stock equity interest, board representation and oversight and determined that Bioleum is a VIE and based on these factors, the Company was determined to be the primary beneficiary of Bioleum.

Accordingly, the accounts of Bioleum are included in our consolidated financial statements (see Note 22 ).

NOTE 3 ACQUISITION OF HEXAS BIOMASS INC.

On January 14, 2025, the Company executed an agreement with Hexas Biomass Inc.

(“Hexas”), wherein 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.

The Company also agreed to invest in Hexas through a series of Simple Agreement For Future Equity (“Hexas SAFE”), paid in a series of tranches in 2025.

From January 14, 2025 to December 4, 2025, the Company has invested $ 1,135,000 in the Hexas SAFE.

The Company has elected to account for this investment at cost and classified the Hexas SAFE in Investments on our consolidated balance sheet.

Acquisition of Hexas

On December 4, 2025, the Company's subsidiary, Bioleum, and the Hexas shareholders entered into a Stock Purchase Agreement to acquire 100 % of the issued and outstanding equity and voting shares of Hexas in exchange for the following:

Issued 146,637 shares of Bioleum common stock to the Hexas shareholders with a fair value of $ 140,875 (see Note 15 );

Paid Hexas shareholders $ 100,000 with four additional annual $ 100,000 to be paid through 2029 (see Note 15 );

Issued to a single Hexas shareholder a convertible debenture redeemable with a fair value of $ 78,000 redeemable with cash payments from 5 % of Hexas' aggregate revenues or convertible into Bioleum common stock (see Note 15 );

Exchanged the Hexas SAFE investment with a carrying value of $ 1,135,000 , which approximated its fair value on the date of the acquisition.

Hexas is a biomaterials company focused on the production of regenerative, plant-based raw materials that replace wood, food crops for fuel, and fossil fuel-based raw materials in multiple applications.

Hexas plants a dedicated supply of XanoGrass™ on non-crop producing land to provide a reliable, low-cost supply of XanoFiber™, a replacement for wood, food crop and fossil fuel-based feedstocks, which integrates directly into customer manufacturing systems.

The Hexas technologies will also be leveraged by Bioleum to supply each of its refineries with a dedicated, perpetual feedstock supply.

The Hexas purchase price consideration and provisional allocation to net assets acquired is presented below:

Total Consideration

December 4, 2025

Cash consideration

Bioleum common shares issued

Convertible debenture

Hexas SAFE Note exchanged

Total Consideration

Net assets acquired

Cash and cash equivalents

Properties, plant and equipment, net

Operating lease - right of use asset

Intangible assets - (developed technologies - 10 year life)

Accounts payable

Accrued expenses and other liabilities

Operating lease - right of use lease liability

Net assets acquired

Total net assets acquired

The above purchase price allocation including the measurement of purchase consideration, intangible assets and goodwill is preliminary and subject to revision for a one -year measurement period following the date of the acquisition.

A change in the estimated fair value of the net assets acquired will change the amount of purchase price allocable to goodwill.

During the year ended December 31, 2025 , as part of this acquisition, the Company incurred $ 133,618 in transaction costs which were recognized in selling, general and administrative expenses on our consolidated statement of operations.

Goodwill includes Hexas’ assembled workforce and the expected synergies the Company believes will result from the acquisition.

The fair value of developed technology intangible asset was determined using the cost approach.

This approach estimates the cost of replacing or re-creating the Hexas entity, by identifying the invested capital in Hexas since its inception and adjusting for physical deterioration and functional obsolescence.

The key estimates include an obsolescence rate which ranged from 95 % for the years-ended December 31, 2020, 2021 and 2022, to 90 % and 85 % percent for the years ended December 31, 2023, and 2024, respectively, before finally decreasing to 20 % for the period ended December 4, 2025.

The rate of return for the invested capital was estimated at 55 %, which is consistent with industry practice for early-stage companies comparable to Hexas.

From the acquisition date of December 4, 2025 through December 31, 2025, Hexas recognized no revenue and incurred a loss of $ 26,696 .

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2024, and for the period January 1, 2025 through December 4, 2025, as if the acquisition had occurred on January 1, 2024.

The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

For the period January 1, 2025 through December 4, 2025

For the year ended December 31, 2024

$ — $ 666,105

$ (1,215,208 ) $ (326,034 )

NOTE 4 INVESTMENTS

4 unchanged sentences

Equity Method Investments

Quantum Generative Materials LLC

$ — 0.00 % $ 11,606,763 48.19 %

Pelen Limited Liability Company

— 0.00 % 609,165 25.00 %

Investment in research and development company

$ 1,079,371 40.00 % $ 1,109,933 40.00 %

Sierra Springs Opportunity Fund, Inc.

20,225,000 16.99 % —

Total equity method investments

9 unchanged sentences

$ 39,505,436 $ 38,885,998

current investments

Long-term investments

$ 38,885,998 $ 31,260,928

As of December 31, 2024 and 2023 , the gain (loss) on investments is as follows:

As of December 31, 2025 and 2024 , the loss on investments is as follows:

December 31, 2025

December 31, 2024

Realized gain on sale of 1,500 Green Li-ion shares

$ — $ 597,248

Unrealized gain (loss) on 35,662 Green Li-ion preferred shares

( 711,920 ) 14,577,627

Realized loss on sale of 9,076,923 ABTC common stock

Unrealized loss on 35,662 Green Li-ion preferred shares

$ — $ ( 711,920 )

Unrealized gain on Sierra Springs Opportunity Fund, Inc.

Total gain (loss) on investments

Total loss on investments

$ — $ ( 711,920 )

Summary financial information for affiliated companies ( 20% to 50% -owned) accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on a one quarter lag is as follows:

Summary financial information for affiliated companies accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on a one quarter lag is as follows:

December 31, 2025

5 unchanged sentences

Current liabilities

$ 6,865,411 $ 985,660

Non-current liabilities

$ 781,561 $ —

Twelve-Months Ended

6 unchanged sentences

$ ( 30,562 ) $ ( 1,764,643 )

Upon acquisition, management determined that the excess of our investment values over the net assets of the individual equity method investees was comprised of goodwill and intellectual property.

At December 31, 2023, non-current assets in the summarized financial information in the table above include the GenMat investment in, and derivative asset associated with, the Company's common stock of $ 3.7 million.

Investment in GenMat

On June 24, 2021, the Company invested in the equity of Quantum Generative Materials LLC (“GenMat”), and we received 465,000 membership units and committed $ 5,000,000 in cash and $ 10,000,000 in guaranteed stock value for a total of $ 15,000,000 for the initial seed investment and committed an additional $ 35,000,000 based upon GenMat’s realization of key development milestones, for up to 50 % ownership of GenMat.

The Company paid $ 5.0 million in cash in 2021 and 2022 and, upon signing the agreement, issued 300,000 shares of its common stock to GenMat.

The agreement stipulated that proceeds from the sale of the stock would offset the $ 10.0 million funding commitment.

Through May 17, 2024, Comstock invested direct cash of $ 9,714,364 against the $ 10.0 million commitment.

In addition, prior to 2024, GenMat sold a total of 48,655 shares of Comstock’s common stock it held for proceeds of $ 285,636 .

The direct cash funding plus the proceeds GenMat earned on the sale of Comstock common stock total $ 10.0 million thus fulfilling the commitment agreed to in 2021.

In 2024 and 2023, the Company paid $ 2,164,364 and $ 5,100,000 , respectively, to GenMat against the initial $ 10,000,000 funding commitment (see Note 14 ).

At May 17, 2024, GenMat held 251,345 in Comstock shares of common stock with a fair value of $ 694,969 .

Pursuant to the terms of the agreement, future proceeds from the sale of these shares will be applied against the purchase price of future investment tranches in GenMat.

Subsequent to achieving the $ 10.0 million commitment in May 2024, funds advanced by the Company to GenMat were recognized as Advances on the consolidated balance sheet and the change in fair value each period of the shares of the Company's common stock held by GenMat was recognized in earnings (see Note 3 ).

For the year ended December 31, 2024 , GenMat sold the remaining holdings of Comstock shares of common stock for net proceeds of $ 1,183,088 and at December 31, 2024 , the Company recognized a gain on the change in fair value of this asset from May 17, 2024 to December 31, 2024 of $ 256,181 which is included in other income (expense) in the consolidated statements of operations (see Note 16 ).

For the years ended

December 31, 2024 and 2023 , the Company recognized

$ 1,599,011 and

$ 1,705,670 , respectively, in equity loss from affiliates for the investment in GenMat.

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 (see Note 3 ).

Prior to November 6, 2024, the Company’s executive chairman and chief executive officer served as the chairman of GenMat and the Company’s chief technology officer and another Comstock employee also served on GenMat's board of directors.

The GenMat board of directors was composed of the three Company employees having one vote each along with the chief executive officer and founder of GenMat who received four votes.

As of December 31, 2024 , no employee from the Company serves on the GenMat's board of directors.

Investment in Pelen LLC

On April 24, 2020, the Company completed the acquisition of 25 % of Pelen LLC's (“Pelen”) membership interests for $ 602,500 .

For the years ended December 31, 2024 and 2023 , the Company recognized $ 15,049 in equity income from affiliates and $ 10,019 in equity loss from affiliates, respectively, for the investment in Pelen.

On December 18, 2024, the Company's investment in Pelen was sold as part of the Membership Interest Purchase Agreement with Mackay Precious Metals Inc.

As a result, during the year ended December 31, 2024 , the carrying value of the Pelen investment of $ 624,214 was recognized as part of the gain on sale of mineral rights (see Note 4 ).

Upon acquisition, management determined that the excess of our investment values over the net assets of the individual equity method investees was comprised of goodwill, land and developed technologies.

Investment in Research and Development Company

12 unchanged sentences

At December 31, 2025 , the future remaining payments, net implied interest, totaled $ 1,254,170 (see Note 9 ).

For 2024, the Company recognized $ 180,681 in equity loss from affiliates for our investment in the Developer.

During 2024, Comstock paid $ 260,000 , respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement as a reduction to the payable of $ 1,133,105 (see Note 7 ).

Investment in Green Li-ion Pte.

LTD ( “ Green Li-ion ” )

As part of our acquisition of a majority ownership of LINICO on December 30, 2021, we acquired 37,162 preferred shares or 20.22 % of Green Li-ion, a Singaporean company.

The investment had a relative fair value of $ 4,577,000 at acquisition and was accounted for under the equity method through March 31, 2022, and under the measurement alternative method after March 31, 2022.

In 2023, Green Li-ion issued additional equity and decreased our ownership to 13.34 %, resulting in the loss of our ability to exercise significant influence.

Accordingly, we elected the measurement alternative for equity investments that do not have a readily determinable fair value.

On September 12, 2023, the Company received gross proceeds of $ 795,510 , net of commission fees of $ 15,910 , from the sale of 1,500 Green Li-ion preferred shares for $ 530.34 per share and recognized a realized gain of $ 597,248 included in gain (loss) from investments in the consolidated statements of operations.

In connection with this sale, the Company valued the remaining 35,662 Green Li-ion preferred shares it holds using the sales price of $ 530.34 per share which resulted in recognition of an unrealized gain on investment of $ 14,577,627 .

The Company intends to sell the remaining Green Li-ion preferred shares in 2026.

For the year ended December 31, 2024 , the Company recognized an unrealized loss of $ 711,920 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.

As of December 31, 2024 , the cumulative amount of upward adjustments is $ 14,577,627 and the cumulative amount of downward adjustments is $ 711,920 .

For the years ended December 31, 2025 and 2024 , the Company recognized $ 30,562 and $ 180,681 , respectively, in equity loss from affiliates for our investment in the Developer.

For the years ended December 31, 2025 and 2024 , Comstock paid $0 and $ 260,000 , respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement as a reduction to the payable of $ 1,254,170 (see Note 9 ).

Investment in Sierra Springs Opportunity Fund, Inc.

During 2019, the Company invested $ 335,000 for 6,700,000 shares of Sierra Springs Opportunity Fund Inc (“SSOF”) common stock.

From 2020 through November 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 total advances into 3,880,556 shares of SSOF common stock.

The conversion price of $ 1.80 per share was determined to be the fair value of a share of SSOF common stock based on cash sales of SSOF common shares and increased value of SSOF’s underlying real estate assets.

The Company’s initial 2019 investment of SSOF common shares were revalued at $ 1.80 per common shares resulting in recognition of an unrealized gain on investment of $ 11,725,000 in 2023.

From 2019 through December 31, 2024, the Company had invested $ 7,850,000 for 10,875,000 shares in SSOF with an equity ownership of 17.27 %.

During 2025, the Company acquired an additional 361,111 shares of SSOF at $ 1.80 per share for $ 650,000 .

Separately, third -party investors also acquired SSOF shares at $ 1.80 per share.

At December 31, 2025, the Company owned 11,236,111 shares of SSOF representing 16.99 % of total outstanding SSOF 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 %.

The Company monitors additional equity issuances and other potential orderly transactions of SSOF to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value.

At December 31, 2024 , no adjustments were made to our investments carrying value as a result of the SSOF equity issuances because the price per share sold was consistent with the Company’s carrying value for this investment.

The Company accounted for its investment in SSOF using the measurement alternative as the investment did not have a readily determinable fair value.

The Company monitored for observable price changes in orderly transactions for identical or similar investments;

for the years ended December 31, 2024, and through October 1, 2025, no such transactions were identified that required an adjustment to the carrying value of $ 1.80 per share.

In October 2025, in connection with the advances provided to SSOF (see Note 5 ), the Company evaluated its SSOF relationship and concluded that it attained the ability to exercise significant influence over SSOF’s operating and financial policies.

Accordingly, effective October 1, 2025, the Company transitioned its accounting for the investment in SSOF from the measurement alternative to the equity method.

The Company recognizes its share of SSOF’s earnings or losses on a three -month lag.

On October 1, 2025, the Company’s investment in SSOF exceeded its share of the underlying net assets by approximately $ 24.4 million;

this basis difference is principally attributed to undeveloped land.

The Company's CEO is an executive of SSOF.

Management concluded that SSOF is a VIE of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk.

Management also concluded that the Company is not the primary beneficiary of SSOF because no one individual or entity has unilateral control over significant decisions.

As the Company is not the primary beneficiary, SSOF is not consolidated.

At December 31, 2024 , the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $ 19,575,000 .

Investment in American Battery Technology Company

In connection with the 2023 sale of the Facility (see Note 9 ), the Company received 11 million shares of restricted common stock from the purchaser of the Facility, American Battery Technology Company ("ABTC"), with an initial fair value of $ 9,365,000 (see Note 14 ).

On June 30, 2023, the Company and ABTC amended the agreement whereby the Company returned 1,923,077 of the ABTC restricted shares, based on the trading price of ABTC's stock on the date of the amended agreement, in exchange for the $ 1.5 million of the purchase price set aside in escrow to settle indemnification claims.

On August 8, 2023, the remaining 9,076,923 shares owned by the Company became unrestricted.

In 2023, the Company sold all 9,076,923 ABTC shares for gross proceeds of $ 5,456,920 , net of commission fees of $ 90,939 .

On December 8, 2023, ABTC paid $ 634,019 to the Company as part of the make-whole payment associated with the stock difference and ABTC guaranteed that the Company will receive additional cash if and to the extent that the net proceeds from such shares are less than $ 6.0 million.

For the year ended December 31, 2023, the Company recognized a loss of $ 1,865,000 on sale of the ABTC shares which is included in gain (loss) from investments.

The Company had no transactions with ABTC in 2024.

NOTE 3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at December 31, 2024 and 2023 include:

Management also concluded that no one individual or entity has unilateral control over significant decisions and the Company currently has insufficient equity at risk to be considered the primary beneficiary and accordingly, SSOF is not consolidated.

At 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 outstanding advances of $ 9,400,000 (see Note 5 ).

Investment in Green Li-ion Pte.

LTD ( “ Green Li-ion ” )

For the years ended December 31, 2025 and 2024 , the Company owned 35,662 Green Li-ion preferred shares for 13.34% ownership in Green Li-ion.

The Company monitors additional equity issuances and other potential orderly transactions of Green Li-ion to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value.

For the year ended December 31, 2024, the Company recognized an unrealized loss of $ 711,920 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.

As of December 31, 2024, the cumulative amount of upward adjustments was $ 14,577,627 and the cumulative amount of downward adjustments is $711,920.

For the year ended December 31, 2025 , no adjustments were made to the carrying value of our investment in Green Li-ion as no orderly transactions for investments similar to the Company's investment were observed during those periods.

The Company intends to sell its remaining shares in conjunction with a liquidity event at Green Li-ion.

Settlement of GenMat Investment ( 2024 )

In 2021, the Company entered into an agreement to invest up to $ 50 million for a 50 % interest in Quantum Generative Materials LLC (“GenMat”).

The initial $ 15 million commitment consisted of $ 5 million in cash and $ 10 million in guaranteed stock value.

The $ 10 million commitment was fulfilled in May 2024 through a combination of $ 9.7 million in direct cash and $ 0.3 million in proceeds from GenMat’s sale of the Company’s common stock.

On November 6, 2024, the Company entered into an agreement with GenMat and Deep Interstellar Research LLC to exchange its entire equity interest in GenMat for 100% ownership of GenMat Development LLC (“AICo”).

In connection with this exchange:

• AICo was granted a non-exclusive end-user license agreement (EULA) for GenMat’s existing and future developed technologies and materials science AI models.

• The Company received a credit against EULA fees equal to its cumulative historical investment in GenMat.

• All prior transaction documents and investment commitments were terminated

The Company determined that the licensed developed technologies and software obtained through AICo are intended for internal research and development with no alternative future use.

Consequently, the Company recognized $ 12.2 million as research and development expense in the 2024 Consolidated Statement of Operations, representing the derecognition of the $ 10.0 million investment carrying value and $ 2.2 million in advances.

For the years ended December 31, 2025, and 2024, the Company recognized equity losses from affiliates related to GenMat of $ 0 and $ 1,599,011 , respectively.

As of December 31, 2024, the Company held no remaining equity interest in GenMat.

Disposition of Pelen LLC Equity Investment ( 2024 )

On April 24, 2020, the Company completed the acquisition of 25 % of Pelen LLC's (“Pelen”) membership interests for $ 602,500 .

On December 18, 2024, the Company's investment in Pelen was sold as part of the Membership Interest Purchase Agreement with Mackay Precious Metals Inc.

As a result, during the year ended December 31, 2024, the carrying value of the Pelen investment of $ 624,214 was recognized as part of the gain on sale of mineral rights (see Note 6 ).

For the years ended December 31, 2025 and 2024 , the Company recognized $ 0 and $ 15,049 , respectively, in equity income from affiliates for the investment in Pelen.

NOTE 5 NOTES RECEIVABLE AND ADVANCES

Notes receivable and advances at December 31, 2025 and 2024 include:

December 31, 2025

December 31, 2024

Non-current portion

RenFuel K2B AB note receivable

$ - $ 1,450,000

Sierra Springs advances receivable

Daney Ranch note receivable

913,754 980,291

Total notes receivable and advances, non-current portion, net

Total notes receivable and advances

$ 10,313,754 $ 2,430,291

3 unchanged sentences

On June 27, 2024, the parties signed the Amended Agreement to the RenFuel securities purchase agreement to include certain legal fees of up to $ 450,000 , increasing the aggregate principal amount of the Senior Secured Convertible Note to $ 3,450,000 .

The full principal and 7 % interest rate per annum are due on April 30, 2034.

The full principal and 7 % interest rate per annum was due on April 30, 2034.

The Senior Secured Convertible Note is secured by (i) a first priority lien on all material assets of RenFuel and RenFuel K2B Ipco AB (“SPV”), senior to all other currently outstanding and hereinafter existing RenFuel indebtedness pursuant to the securities purchase agreement, (ii) a first priority security interest and lien granted by RenFuel on 100% of the issued and outstanding equity of the SPV pursuant to the securities purchase agreement, and (iii) a first priority security interest and lien on 100% of the SPV's now and hereafter existing assets pursuant to the Guaranty and securities purchase agreement.

RenFuel fully satisfied the term loan by issuance of the Senior Secured Convertible Note.

During 2024, the Company funded $ 1,450,000 , which included $ 450,000 of legal fees, to RenFuel in accordance with the Senior Secured Convertible Note.

During 2025 and 2024, the Company funded $1,000,000 and $ 1,450,000 , respectively, which included $ 450,000 of legal fees paid in 2024, to RenFuel in accordance with the Senior Secured Convertible Note.

For the years ended December 31, 2025 and 2024 , the Company recognized interest income of $ 135,864 and $ 58,004 , respectively.

As of December 31, 2024 , interest receivable on the note is $ 58,004 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

GenMat Advances

During 2024, The Company advanced GenMat $ 1,285,637 in cash.

In addition, the Company is owed proceeds received by GenMat on sale of the Company’s common stock held by the GenMat (see Note 2 ) totaling $ 951,149 .

In connection with the November 6, 2024 agreement between the Company, DIR and GenMat, the advance total balance of $ 2,236,786 was derecognized and recognized research and development expense.

The advances were non-interest bearing.

As of December 31, 2025 and 2024 , interest receivable on the note is $ 0 and $ 58,004 , respectively, and is included in prepaid expenses and other current assets on our consolidated balance sheet.

Asset Acquisition - RenFuel IP

On December 2, 2025, the Company's subsidiary, Bioleum, and RenFuel IP (together, “the parties”) entered into an Asset Transfer Agreement, pursuant to which Bioleum purchased certain developed technologies assets from RenFuel IP , namely patents relating to RenFuel IP's patented catalytic esterification process (the “Acquired IP”) which will be used to refine Bioleum’s proprietary bio-intermediates.

In exchange for the Acquired IP, Bioleum provided the sellers (“RenFuel Sellers”) with the following.

• Issued 520,833 shares of Bioleum common stock with a fair value of $ 388,000 (see Note 15 );

• Issued warrants to purchase an additional 104,167 shares of Bioleum common stock with a fair value of $ 21,000 (see Note 15 );

• Paid $500,000 cash;

• Agreed to pay the RenFuel Sellers an earnout provision up to a maximum of $ 11,866,000 , via a 3 % royalty on sales proceeds related to products that utilize the Acquired IP;

• Exchanged the Senior Secured Convertible Note and accrued interest receivable of $ 2,643,869 , which approximated its fair value on the date of the acquisition.

The transaction also terminates the existing commitment by Bioleum to fund approximately $ 1 million per year to RenFuel IP, pursuant to the Securities Purchase Agreement and 7 % Senior Secured Convertible Notes, dated April 19, 2024, originally entered into by the Company and RenFuel IP.

The earnout provision of $ 11,866,000 is a contingent obligation which will be recognized when sale proceeds occur related to products that utilized the Acquired IP.

The earnout provision is not recognized as part of the initial cost of the assets, rather, the earnout provision will be recognized as an expense and a liability when the contingency is resolved and the consideration becomes payable.

As part of this acquisition, the Company incurred $ 119,724 in legal fees which were recognized as expense during the year ended December 31, 2025 .

The Acquired IP includes patents related to lignin composition for fuel production and other biomaterials.

The Parties agreed to an arrangement in which the RenFuel Sellers would obtain a worldwide, exclusive license to the Acquired IP in biomaterials applications, subject to a 3 % royalty on future sales.

Bioleum also retains the right, via a reciprocal non-exclusive sub-license, to use the Acquired IP in biomaterials applications in North America, South America and Central America, subject to a 3 % royalty on future sales.

The Company concluded that the acquisition of the Acquired IP was not a business combination as the Acquired IP did not meet the definition of a business.

Given the early-stage nature of the Acquired IP, and level of further development necessary to produce a commercially viable product, the Company determined the Acquired IP had no alternative future use and recognized the cost of the acquisition as a research and development expense in our consolidated statement of operation for the year-ended December 31, 2025.

Advances to Sierra Springs Opportunity Fund, Inc.

For the years ended December 31, 2025 and 2024 , the Company provided SSOF advances of $ 9,400,000 and $ 0 , respectively.

Total advances outstanding at December 31, 2025 and 2024 , were $ 9,400,000 and $ 0 , respectively (see Note 4 ).

The advances are unsecured and non-interest bearing (see Note 22 ).

Daney Ranch Sale

On August 19, 2022, the Company sold the Daney Ranch and issued a 10 -year $ 993,000 note receivable maturing in August 2032 to the former lessee and purchaser.

The note bears interest at 2 % for the first twelve months and currently bears interest at 7 % and will so for the remaining term.

The note bears interest at 2 % for the first twelve months and currently bears interest at 7 % per annum and will so for the remaining term.

The note may be prepaid, in full or in part, at any time without penalty.

1 unchanged sentence

For the years ended December 31, 2025 and 2024 , the Company recognized interest income of $ 68,555 and $ 68,808 , respectively, on the Daney Ranch note receivable.

As of December 31, 2024 , interest receivable on the note is $ 3,808 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

NOTE 4 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

In December 2025, the former lessee and purchaser paid $ 66,537 against the principal on the receivable.

As of December 31, 2025 and 2024 , interest receivable on the note is $ 0 and $ 3,808 , respectively, and is included in prepaid expenses and other current assets on our consolidated balance sheet.

GenMat Advances

During 2024, the Company advanced GenMat $ 1,285,637 in cash.

In addition, the Company was owed proceeds received by GenMat on sale of the Company’s common stock held by the GenMat (see Note 4 ) totaling $ 951,149 .

In connection with the November 6, 2024 agreement between the Company, Deep Interstellar Research LLC and GenMat, the total advance balance of $ 2,236,786 was derecognized and fully recognized as research and development expense.

NOTE 6 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS PROPERTIES

Properties, plant and equipment at December 31, 2025 and 2024 , include the following:

6 unchanged sentences

27,241,814 27,644,745

Property, plant and equipment for fuels processing

12,881,458 473,839

Property, plant and equipment for solar panel recycling

3,123,974 2,756,930

Construction in process

Other property and equipment

6 unchanged sentences

At December 31, 2025 and 2024 , the Company had $ 1,817,503 and $ 433,411 , respectively, of properties, plant and equipment that were not yet placed in service and have not yet been depreciated.

In 2024, the Company recognized an impairment loss of $ 324,047 on equipment not yet placed in service for obsolete battery recycling equipment.

In 2025, the Company recognized an impairment loss of $ 433,411 on obsolete battery recycling and mining equipment not yet placed in service in our Metals and Mining Segments.

In 2024, the Company recognized an impairment loss of $ 324,047 on equipment not yet placed in service for obsolete battery recycling equipment in our Mining Segment.

The Company entered into purchase order commitments with third party vendors for equipment to be used in our industry-scale solar panel recycling facility to recycle and process end-of-life solar panels.

The Company recorded $ 7.6 million in advances to vendors for equipment purchases within deposits on our consolidated balance sheet.

Marathon Payment-In Kind Assets

On February 28, 2025, Bioleum, a subsidiary of the Company, entered into a series of definitive agreements with Virent, Inc.

(“Virent”), a wholly owned subsidiary of Marathon Petroleum Corporation (“Marathon”) (see Notes 13 and 15 ).

Pursuant to the agreements, Bioleum received 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”) which were transferred to the Company on February 28, 2025.

The Company accounted for the transaction as an asset acquisition and recorded the acquired assets based on the fair value of the non-cash consideration granted.

The total cost, which included the fair value of the Marathon SAFE Note (see Note 15 ) and direct transaction costs, was allocated to the individual assets acquired based on their relative fair values.

In connection with this transaction the Company recorded an addition to property plant and equipment totaling $ 12.1 million which includes direct transaction costs of $ 81,109 .

Separately, Bioleum executed a commercial lease agreement for Marathon’s former renewable fuels facility located in Madison, Wisconsin (“Madison Facility”) (see Note 10 ).

Mineral Rights and Properties

Comstock and its subsidiaries own, control, or retain interests in mineral properties covering 6.5 miles of strike-length on the Comstock and Silver City lodes, including fee ownership of real properties, patented mining claims, unpatented mining claims administered by the BLM, one LLC membership interest (providing exclusive rights to exploration, development, mining and production), and royalty interests in patented and unpatented mining claims.

This mineral estate totals 8,482 acres (due to overlapping interests, the combined area is approximately 7,530 acres).

Comstock owns or controls 78 patented lode mining claims totaling 846 acres with surface parcels increasing the total to 2,114 acres, 194 unpatented lode mining claims, 38 unpatented placer claims, and one mill site claim administered by the BLM totaling 3,075 acres.

Comstock’s royalty interests include a 1.5 % NSR minerals royalty on property owned by Mackay Precious Metals Inc.

or controlled by Mackay through five mineral exploration leases.

This royalty property includes 50 patented lode mining claims totaling 539 acres with surface parcels increasing the total to 695 acres, and 174 unpatented lode mining claims totaling 2,597 acres.

Comstock and its subsidiaries own, control, or retain interests in mineral properties covering five miles of strike-length on the Comstock and Silver City lodes, including fee ownership of real properties, patented mining claims, and unpatented mining claims administered by the BLM.

Our properties at December 31, 2025 and 2024 consisted of the following:

8 unchanged sentences

$ 11,980,716 $ 11,250,121

The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets.

The Comstock Mineral Estate includes the Company's resource areas and exploration targets.

During the years ended December 31, 2025 and 2024 , we did not record any depletion expense, as none of the properties are currently in production.

All of our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the consolidated statements of operations.

On June 30, 2023, the Company signed a Mineral Exploration and Mining Lease Agreement (the “Mackay Mining Lease”) with Mackay.

The Mackay Mining Lease provides a twenty -year term granting Mackay the rights to conduct exploration on certain of the Company’s mineral properties in Storey County, Nevada.

Mackay paid a lease initiation fee of $ 1,250,000 and made their first two quarterly lease payments totaling $ 875,000 , with subsequent quarterly lease payments of $ 375,000 for the next three and a half years.

In addition, Mackay was required to reimburse carrying costs for the mineral properties and will pay a 1.5 % Net Smelter Returns (“NSR”) royalty from eventual mine production from the mineral properties.

Mackay also committed to exploration expenditures of $ 1,000,000 per year on a cumulative basis, and increasingly detailed technical reports after the first five, ten, and fifteen years.

We determined that the Mackay Mining Lease initiation fee of $ 1,250,000 should be recognized as revenue ratably over the term of the Mackay Mining Lease and quarterly lease payments will be recognized as revenue in the period received.

On December 18, 2024, the Company executed a binding membership interest purchase agreement (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 (see Note 2 ), for an aggregate purchase price of $ 2,750,000 , of which $ 1,000,000 was paid in cash, with another $ 750,000 expected to be paid by March 30, 2025 and $ 1,000,000 will be paid in either cash or stock on or before October 31, 2025.

Pursuant to and as defined in the NSR Royalty Agreement between the Company and Mackay, also dated December 18, 2024 ( the “Mackay Royalty Agreement”) the Company is to receive a 1.5 % royalty of Net Smelter Returns.

In June 2023, the Company entered into a twenty -year Mineral Exploration and Mining Lease Agreement (the “Mackay Mining Lease”) for certain properties in Storey County, Nevada.

The agreement included a $ 1.25 million initiation fee, recognized ratably over the lease term, and quarterly lease payments of $ 375,000 recognized as revenue when received.

On December 18, 2024, 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 rights, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen LLC (“Pelen”) to Mackay, for an aggregate purchase price of $ 2,750,000 .

In 2024, the Company was paid $ 1,000,000 of the purchase price in cash.

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.

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.

Pursuant to and as defined in the NSR Royalty Agreement between the Company and Mackay, also dated December 18, 2024 ( the “Mackay Royalty Agreement”) the Company was to receive a 1.5 % royalty of Net Smelter Returns (see Note 22 ).

On December 18, 2024, the Company and Mackay mutually agreed to terminate the Mackay Mining Lease.

Upon the termination of the Mackay Mining Lease, the associated deferred lease initiation fee revenue balance of $ 1,166,666 was recognized during the year ended December 31, 2024.

An additional $ 0.5 million in pro-rata lease expenses are expected to be paid by March 30, 2025.

For the year ended December 31, 2024 , the Company recognized a gain on sale of mineral rights of $ 0.8 million as follows:

For the year ended December 31, 2024, we recognized revenue of $ 2,468,750 which includes the quarterly lease payments received of $ 1,250,000 , deferred lease initiation fee revenue of $ 1,166,666 and amortization of the lease initiation fee of $ 52,084 .

An additional $ 0.5 million in pro-rata lease expenses were paid in 2025.

Pursuant to the termination of the Mackay Mining Lease, no additional revenue was recorded in 2025.

For the year ended December 31, 2024, the Company recognized a gain on sale of mineral rights of $ 804,489 as follows:

Mackay receivable - cash consideration

5 unchanged sentences

Net gain on sale of mineral rights

For the year ended December 31, 2024 , we recognized revenue of $ 2,468,750 which includes the quarterly lease payments received of $ 1,250,000 , deferred lease initiation fee revenue of $ 1,166,666 and amortization of the lease initiation fee of $ 52,084 .

For the year ended December 31, 2023 , we recognized revenue of $ 906,250 which includes the quarterly lease payments of $ 875,000 and amortization of the lease initiation fee of $ 31,250 .

For the year ended December 31, 2025, the Company recognized a gain on sale of mineral rights of $ 200,000 as follows:

Total cash consideration received

Net carrying value - mineral rights

Net carrying value - Pelen investment

Total net carrying value

Net gain on sale of mineral rights

Gain recognized in 2024 $ 804,489

Gain recognized in 2025 $ 200,000

Assets Held for Sale

In 2024, the Company committed a plan to sell industrial and commercial land located in Lyon County, Nevada.

This balance of $ 6,328,338 is classified as Assets Held for Sale on the consolidated balance sheet as of December 31, 2024 .

This balance of $ 6,328,338 was classified as Assets Held for Sale on the consolidated balance sheet as of December 31, 2024.

As of December 31, 2025, the Company has not sold the industrial and commercial land and reclassified these lands as properties, plant and equipment, net in our consolidated balance sheet and reclassified the land to held and used from held for sale.

In March 2023, the Company acquired senior water rights ( 50 -acre feet) associated with one of its existing properties and junior water rights ( 16 -acre feet) for a total of $ 730,595 .

In 2024, the Company committed a plan to sell the water rights and reclassified those water rights to Assets Held for Sale on the consolidated balance sheet.

The Company’s assets held for sale at December 31, 2024 and 2023 include the following:

As of December 31, 2025, the Company has not sold the senior water rights and reclassified the water rights as mineral rights and properties in our consolidated balance sheet and reclassified the water rights to held and used from held for sale.

The Company’s assets held for sale at December 31, 2024, include the following:

Assets held for sale

December 31, 2024

December 31, 2023

Mineral rights and properties

$ 730,595 $ —

Properties, plant and equipment, net

Total assets held for sale

$ 7,058,933 $ —

NOTE 7 RECLAMATION BOND DEPOSIT

5 unchanged sentences

Comstock Metals bond cash collateral

74,710 74,710

Other cash reclamation bond deposits

8 unchanged sentences

The total cash collateral, per the surety agreement, was $ 3,814,527 and $ 3,077,868 at December 31, 2025 and 2024 .

In 2024, the Company agreed to make $ 50,000 monthly payments to increase the cash collateral balance until such time as the bond is collateralized at approximately 50 % of the bonded amount.

In 2025 and 2024, the Company agreed to make $ 50,000 monthly payments to increase the cash collateral balance until such time as the bond is collateralized at approximately 50 % of the bonded amount.

The increase in cash collateral requirement is primarily due to the insurance company's proprietary risk assessment process.

During the year ended December 31, 2024 , the Company had contributed $ 200,000 in additional cash collateral.

During the years ended December 31, 2025 and 2024 , the Company had contributed $ 600,000 and $ 200,000 , respectively, in additional cash collateral.

The combined bonding collateral at December 31, 2025 and 2024 , includes interest income of $ 136,660 and $ 134,286 , respectively, which is on deposit at BNY Mellon and Wells Fargo.

9 unchanged sentences

10 499,952 499,952

Customer agreements

1 122,885 122,885

Distribution agreements

14 unchanged sentences

226,063 177,730

Customer agreements

122,885 122,885

Distribution agreements

13,487 10,489

Accumulated amortization

1 unchanged sentence

Amortization expense related to intangible assets of $ 2,632,047 and $ 1,624,011 was recognized for the years ended December 31, 2025 and 2024 , respectively.

Amendment to Flux Photon Asset Purchase Agreement

The Company and Flux Photon Corporation (“Flux Photon”) amended the 2021 Asset Purchase Agreement (the “2025 FPC Asset Purchase Agreement Amendment”) (see Note 21 ).

In connection with this agreement, the Company recognized a developed technologies intangible asset of $ 10,867,000 and determined the life of the developed technologies intangible assets to be 6.4 years.

From January 1, 2025 through May 21, 2025, p ursuant to the FPC Asset Purchase Agreement, the Company paid an additional $ 300,000 on the payable which was accounted for as an acquisition of developed technologies intangible asset with a determined remaining life of 6.5 years from the date of the original purchase agreement.

Additionally, pursuant to the FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional $ 6,050,000 cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement (see Note 21 ).

The Company accounted for the cash obligation of $ 6,050,000 as an acquisition cost of developed technologies and recognized an intangible asset of $ 4,468,617 , net of implied interest.

Bioleum Founder Shares

In 2025, Bioleum issued 2.0 million Series 2 Convertible Preferred Shares to the Founders Group in exchange for the assignment of additional developed technologies (see Note 2 ).

The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset group, which are primarily developed technologies.

The Company recognized the assets acquired at the fair value of consideration given and recognized an intangible asset of $ 5,280,000 and non-controlling equity interest and additional paid-in capital of $ 2,636,382 and $ 2,643,618 , respectively, in our consolidated balance sheet (see Notes 14 and 15 ).

The Company determined the life of the developed technologies intangible assets to be 10 years.

Hexas Acquisition

Pursuant to the Stock Purchase Agreement between Bioleum and Hexas, the Company recognized an intangible asset for developed technologies of $ 810,000 in our consolidated balance sheet (see Note 3 ).

The Company determined the life of the developed technologies intangible assets to be 10 years.

Future minimum amortization expense is as follows at December 31, 2025 :

8 unchanged sentences

$ 5,859,152 $ 21,725,616 $ ( 9,333 ) $ ( 2,632,047 ) $ 24,943,388

Changes in the intangible assets and goodwill balances for the year ended December 31, 2023 are presented below:

Changes in the intangible assets balances for the year ended December 31, 2024 are presented below:

As of December 31,

7 unchanged sentences

In 2025, we determined that our ability to reprocess clean and reusable materials does not require the use of developed technology that we acquired in 2024.

As a result, the Company recognized an impairmen t of $ 8,655,176 for the net balance of the intangible associated with the developed technology in our Metals Segment.

As a result, the Company recorded an impairment of $ 9,333 for the net balance of the intangible associated with the developed technology in our Corporate Segment.

The total impairment in intangible assets of $ 9,333 was recognized during the year ended December 31, 2025 in our consolidated statement of operations.

In 2024, we determined that our ability to reprocess clean and reusable materials does not require the use of developed technology that we acquired in 2021.

As a result, the Company recognized an impairment of $ 8,655,176 for the net balance of the intangible associated with the developed technology in our Metals Segment.

In addition, we recognized an impairment related to trademark of $ 5,133 in our Corporate Segment and license of $ 7,560 in our Strategic Investment Segment.

The total impairment in intangible assets of $ 8,667,869 was recognized during the year ended December 31, 2024, in our consolidated statement of operations.

The Company is party to three license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain intellectual property of AST for use at three facilities in exchange for three facility-specific license fees of $ 500,000 each, and a royalty fee equal to 1.0 % of the gross revenue of each of the first three operating facilities.

License fees totaling $ 1,500,000 for the AST licenses were completed in 2022, and no additional payments are anticipated.

As of December 31, 2024 , no royalty fees have been paid under the AST License Agreements.

On December 28, 2023, the Company entered into an amendment (the “2023 FPC Asset Purchase Agreement Amendment”) with Flux Photon Corporation (“FPC”) to amend that certain Asset Purchase Agreement, dated on September 7, 2021, and amended on December 10, 2021 ( as amended, the “FPC Asset Purchase Agreement”).

Pursuant to the 2021 FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”).

The original purchase price included a payable for the FPC Assets of $ 17,650,000 , payable only from 20 % of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid.

The 2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to FPC to $ 16,850,000 .

On December 28, 2023, the Company paid $ 200,000 on this payable which was accounted for as an acquisition of intellectual property.

The remaining balance of $ 16,650,000 will be paid to FPC from future cash flows.

During 2024, the Company paid an additional $ 275,000 to FPC reducing the remaining payable from future cash flows to $ 16,375,000 .

The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100 % of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement (see Note 20 ).

NOTE 9 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

2 unchanged sentences

December 31, 2024

Accrued interest expense

$ 353,280 $ 52,500

Accrued payroll costs

5 unchanged sentences

Payable to research and development company - current

1,146,845 528,878

Payable to Flux Photon - current (see Note 21)

LINICO acquisition-related payable

Accrued interest expense

Other accrued expenses

2 unchanged sentences

$ 4,848,299 $ 4,473,739

Payable to Research and Development Company

As of December 31, 2025 , the short-term payable to a research and development company of $ 1,146,845 and long-term payable of $ 107,325 consists of payments due under the Developer Securities Purchase Agreement dated March 1, 2024, between the Company and research and development company (see Note 4 ).

During 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.

For the year ended December 31, 2024 , the Company recognized interest expense of $ 107,145 which represents the amortization of the discount that was recognized on the date of the agreement because the payable associated with the funding commitment is non-interest bearing.

During the years ended December 31, 2025 and 2024 , Comstock paid $0 and $ 260,000 , respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

For the years ended December 31, 2025 and 2024 , the Company recognized interest expense of $ 121,065 and $ 107,145 , respectively, which represents the amortization of the discount that was recognized on the date of the agreement because the payable associated with the funding commitment is non-interest bearing.

Accrued Incentive Compensation

On July 1, 2022, the Board of Directors of the Company approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to 100 % of base salary.

4 unchanged sentences

Executive incentive accrual - 2024

Total executive incentive accrual

In 2024, the Company's Compensation Committee of the Board of Directors determined that the estimated $ 1,332,169 for the 2023 incentive compensation shall be canceled based on an updated assessment of the progress toward the objectives of the incentive plan.

The Company accordingly reduced the estimated 2023 accrued incentive compensation in 2024 by $ 1,332,169 .

For the year ended December 31, 2024 , the Company expensed $ 1,031,250 for the 2024 accrued incentive compensation in the consolidated financial statements and anticipates payments of those monies in 2025.

In 2025, the Company estimated the 2024 incentive compensation accrual to be $ 1,031,250 .

On December 30, 2025, the Compensation Committee of the Board of Directors approved a final 2024 incentive award of $ 263,750 based on the final assessment of progress made on the original three -year objectives of the 2024 incentive plan that were paid on February 13, 2026.

For the year ended December 31, 2025, the Company accordingly reduced the estimated 2024 incentive accrual by $ 767,500 .

Changes in the accrued incentive compensation balance for the year ended December 31, 2024 are presented below:

As of December 31, 2023

Award Canceled

As of December 31, 2024

2 unchanged sentences

Total executive incentive accrual

On April 28, 2023, the Compensation Committee of the Board of Directors approved executive incentive compensation of $ 970,000 for named executive officers other than the chief executive officer earned through December 31, 2022 and paid in 2023.

For the year ended December 31, 2023 , the Company expensed $ 1,332,169 for the 2023 accrued incentive compensation.

As of December 31, 2024 , the total LINICO acquisition-related payable of $ 3,218,853 and is related to make whole payments (see Note 14 ) due to the former chief executive officer of LINICO and consists of a short term payable of $ 1,018,853 and long-term payable of $ 2,200,000 , included in other long-term liabilities on the consolidated balance sheet.

In 2024, the Company paid $ 25,000 against the LINICO acquisition-related payable (See Note 21 ).

The Company accordingly reduced the estimated 2023 accrued incentive compensation in 2024 by $ 1,332,169 .

For the year ended December 31, 2024, the Company expensed $ 1,031,250 for the 2024 accrued incentive compensation in the consolidated financial statements.

LINICO Acquisition-Related Payable

As of December 31, 2024, the total LINICO acquisition-related payable due to the former chief executive officer of LINICO (“Former LINICO CEO”) was $ 3,218,853 which consisted of a short-term payable of $ 1,018,853 and long-term payable of $ 2,200,000 .

In January 2025, the Company made an additional cash payment of $ 25,000 to reduce the payable to $ 3,193,853 .

On February 28, 2025, the Company entered into an amendment to make anticipated final payments consisting of $ 148,853 in cash and issued 775,000 common shares of the Company with a fair value of $ 1,860,000 in an effort to settle all amounts payable to the Former LINICO CEO in full.

In 2025, the Company paid $ 148,853 against the LINICO acquisition-related payable.

The settlement was designed to fully satisfy the existing obligation of $ 3.2 million and resulted in a gain of $ 845,000 recognized in the first quarter of 2025 as a gain on extinguishment of liability in our consolidated statement of operations.

The Company agreed to make up any shortfall if the proceeds from the sale of the shares of common stock are less than $ 2.2 million, and the Former LINICO CEO agreed to refund any excess proceeds.

The Company further agreed to register the Company's common stock for resale by Former LINICO CEO under the Securities Act of 1933, as amended, which became effective on March 28, 2025.

The contractual stock consideration was recognized as a derivative on the consolidated balance sheets (see Note 15 ).

In 2025, all common shares of the Company were sold by the Former LINICO CEO and all obligations were settled in full and the Company received cash of $ 60,170 representing cash from the sale of the common shares in excess of amounts owed.

Oklahoma Grant

On December 11, 2024, the Company was granted an award of $ 3,000,000 (the “OKL Award”), pursuant to that contract between the Oklahoma Department of Commerce and the Company for a contractual award from the Oklahoma Quick Action Closing Fund (the “Contract”).

The OKL Award funds in three tranches of $ 1,000,000 each within 45 days Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, meeting these three conditions:

• publicly announcing the relocation of the Comstock Fuels headquarters to Oklahoma, which was completed in the first quarter of 2025;

• identifying an Oklahoma site for the construction of a next-generation renewable fuel refinery and secures that site;

• invests at least $ 5,000,000 towards engineering, machinery, and/or materials associated with that Oklahoma site/facility.

The OKL Award must be used for purposes of economic development and related infrastructure development.

The OKL Award requires certain ongoing conditions to be met, including without limitation, creation of 45 jobs, with an average salary of $ 80,000 per person, $ 160 million of total investments, maintenance of headquarters by March 31, 2026, with at least ten jobs for a period of at least ten consecutive quarters no later than December 31, 2030, and operation of a commercial demonstration biorefinery no later than December 31, 2031, otherwise the granted monies received would have to be repaid.

In 2025, the Company met the first condition of the OKL Award and received $ 1.0 million from the Oklahoma Department of Commerce and met the second condition of the OKL Award by entering into the land facility lease and invoiced $ 1.0 million to the Oklahoma Department of Commerce (see Note 10 ).

For the year ended December 31, 2025 , the Company recognized grant income of $ 45,833 in other income (expense) in the consolidated statement of operations and recognized deferred revenue of $66,666 in accrued expenses and other liabilities and $ 1,887,501 in long-term deferred revenue on the consolidated balance sheet.

As of December 31, 2025 , $ 1,000,000 is included in accounts receivable on the consolidated financial statements.

NOTE 10 LEASES

13 unchanged sentences

Operating lease liability - current

Accrued expenses and other liabilities

Operating lease - right of use lease liability

$ 540,542 $ 44,758

4 unchanged sentences

Finance lease - right of use lease liability

490,075 838,676

Total lease liabilities

6 unchanged sentences

Interest resulting from amortization of discount on lease liability

16,445 246,038

Operating lease cost

6 unchanged sentences

The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:

Weighted-average remaining lease term in years - finance leases

Weighted-average remaining lease term in years - operating leases

Weighted-average remaining lease term - finance leases (years)

Weighted-average remaining lease term - operating leases (years)

Weighted-average discount rate - finance leases

1 unchanged sentence

Finance Lease

AST Asset Purchase Agreement

American Science and Technology Corporation (“AST”) Asset Purchase Agreement

On April 16, 2021, the Company entered into an asset purchase agreement (the “AST Asset Purchase Agreement”) with AST.

Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements (see Note 6 ).

The AST License Agreements, as amended, provided for full use of the facility and all machinery and equipment located therein until April 30, 2025.

Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $ 3,500,000 due on April 30, 2024, extendable to April 30, 2025, in addition to $ 35,000 per month from May 1, 2022 to April 30, 2025.

All of the assets purchased under the agreement are being used for research and development activities.

The machinery and equipment acquired was built for a specific purpose and is being used in testing for development of the technology required to process woody biomass into intermediate materials that can be converted into paper products and fuels.

Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements, as amended, provided for full use of the facility and all machinery and equipment located therein (see Note 13 ).

Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $ 3,500,000 in addition to $ 35,000 per month from May 1, 2022 to April 30, 2025.

The AST Asset Purchase agreement was amended on April 2, 2024 ( the “License Agreement Amendments”) and on March 20, 2025 ( the “Second License Agreement Amendments”) to allow for some or potentially all of the future obligation to be paid by the Company with shares of its common stock.

Pursuant to the License Agreement Amendments, the Company was required to make interest payments on final consideration of $ 3,500,000 at a rate of 12 % per annum, with interest starting on May 1, 2024, and calculated pursuant to the terms of the License Agreement Amendments (the “True Up Payment”).

For the years ended December 31, 2025 and 2024 , the Company recognized interest expense of $134,592 and $ 281,578 , respectively, in connection with the 12 % stated interest rate pursuant to the terms of the True Up Payment.

As of December 31, 2025, all common shares of the Company had been sold by AST and all obligations, including the True Up Payment, to AST were settled in full.

In 2025, the Company received cash of $ 813,000 representing cash from the sale of the common shares in excess of amounts owed.

All of the assets purchased under the initial lease agreement are being used for research and development activities.

These assets have no alternative future use.

The facility purchased is an industrial property located in Wausau, Wisconsin with an alternative use.

Since its inception, payments under this contract were allocated to the separate lease and non-lease components of the contract based on their initial relative standalone estimated fair values.

The initial measurement of the right-of-use asset and lease liability was $ 839,439 using the allocated consideration in the contract of $ 935,759 for the building discounted using the Company’s incremental borrowing rate at lease commencement of 7.87 % because there is no rate implicit in the lease contract.

The incremental borrowing rate was determined based on debt acquired by the Company at the end of 2021, adjusted for increases in the risk-free rate.

The building is being depreciated over a 20 -year useful life and the lease liability has a remaining life at December 31, 2024 of 0.33 years.

Of the amounts paid under this agreement, a portion is associated with the acquired machinery and equipment and is recognized as research and development expense in the consolidated statements of operation.

On April 2, 2024, the Company and AST amended the AST License Agreements and the AST Asset Purchase Agreement (the “License Agreement Amendments”) to allow for some or potentially all of the future obligation to be paid by the Company with shares of its common stock.

Changes to the agreements as a result of the amendment include:

The Company issued 497,500 shares of its common stock to AST pursuant to the amendment,

On or before April 30, 2025, the Company is to pay AST an amount equal to $ 3,500,000 minus the net cash proceeds AST received from the sale of Company shares of common stock,

• Interest payments on $ 3,500,000 at a rate of 12 % per annum, with interest starting on May 1, 2024, and calculated pursuant to the terms of the License Agreement Amendments (the “True Up Payment”),

The Company is to pay AST $ 35,000 rental payment per month from May 1, 2024 to April 30, 2025, and

• On April 30, 2025, if the value of the unsold Company shares plus the net cash proceeds received by AST with respect to the sale of Company shares exceeds the True Up Payment, such excess shall be applied towards and reduce the consideration paid pursuant to the AST License Agreement on a pro rata basis.

On April 10, 2024, pursuant to the License Agreement Amendments, the Company issued 497,500 shares of common stock of the Company to AST with a fair value of $ 1,587,025 determined by the closing price per share of our common stock.

The fair value of $ 1,587,025 for the 497,500 issued shares of common stock was allocated as a reduction to the lease liability of $ 378,845 and recognition of research and development expense of $ 1,208,180 .

The amendment resulted in an increase in the right-of-use asset and lease liability of $ 114,059 .

For the years ended December 31, 2024 and 2023 , the Company recognized $ 1,527,920 and $ 319,740 , respectively, of research and development expense associated with payments under this agreement.

As of December 31, 2024 , AST sold 24,325 shares of the Company's common stock for net proceeds of $ 82,316 .

As of December 31, 2024 , the Company recognized interest expense of $ 281,578 in connection with the 12 % stated interest rate pursuant to the terms of the True Up Payment.

The facility is an industrial property located in Wausau, Wisconsin with alternative uses.

Since its inception, payments under this contract were allocated to the separate lease and non-lease components of the contract based on their standalone estimated fair values.

During the years ended December 31, 2025 and 2024 , the Company recognized $ 1,562,901 and $ 1,527,920 , respectively, of research and development expense associated with payments under this agreement.

The Company issued shares of its common stock to AST as contractual stock consideration and recognized as a derivative (see Note 15 ).

Total consideration paid to AST are presented below:

Asset Purchase Amendment

Company Shares Issued

Fair Value of Shares Issued

Reduction to Lease Liability

Research and Development Expense

License Agreement Amendments - 2024

497,500 $ 1,587,025 $ 378,845 $ 1,208,180

Second License Agreement Amendments - 2025

985,000 $ 2,482,200 $ 466,423 $ 1,487,476

Haywood Quarry Acquisition and Lease Agreement

On April 7, 2022, as amended on November 7, 2022, the Company contracted to purchase Haywood quarry and industrial property (the “Haywood Property”) from Decommissioning Services LLC (“Decommissioning Services”) for $ 2.1 million, payable in $ 50,000 of cash and 150,000 shares of common stock of Comstock with a total value of $ 2,295,000 .

On April 7, 2022, as amended on November 7, 2022, April 2, 2024 ( the “Second Amendment”), and June 9, 2025 ( the “Third Amendment”), the Company contracted to purchase Haywood quarry and industrial property (the “Haywood Property”) from Decommissioning Services LLC (“Haywood”) for $ 2.2 million.

The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and is part of one of the larger industrial parks in Lyon County.

The property has power, water and direct highway access.

The Company plans to employ a portion of the property for the storage of end-of-life electrification products.

The closing of the Haywood Purchase Agreement is contingent on liquidation of the shares and receipt of the full purchase price by Decommissioning Services.

The Company agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $ 2.2 million, and Decommissioning Services agreed to refund any excess proceeds.

This contractual stock consideration has been recognized as a derivative on the consolidated balance sheets (see Note 14 ).

On April 2, 2024, the Company and Decommissioning Services amended the Haywood Purchase Agreement to extend the latest date of the closing to June 30, 2025, and to increase the purchase price by $ 100,000 to $ 2.2 million.

Pursuant to the amendment, the Company will pay $ 75,000 per month to Decommissioning Services, with $ 15,000 of each payment applied to rent expense and $ 60,000 of each payment applied to the $ 2.2 million purchase price, until the sum of such applied cash amounts plus previous cash payments plus the net proceeds from the sale of the shares of Company common stock equals $ 2.2 million.

On April 11, 2024, pursuant to the amendment, the Company issued 150,000 shares of common stock of the Company to Decommissioning Services with a fair value of $ 509,850 .

The payment was applied against the make-whole derivative liability associated with the common stock.

The increase in purchase price from $ 2.1 million to $ 2.2 million increased the right-of-use finance lease asset and the make-whole derivative liability by $100,000 (see Note 14 ).

For the years ended December 31, 2024 and 2023 , the Company paid Decommissioning Services $ 420,000 and $ 200,000 , respectively, which resulted in a decrease in contractual stock consideration (see Note 14 ).

During the period between execution of the Haywood Purchase Agreement and closing, Decommissioning Services leases the Haywood Property to Comstock Exploration for no additional consideration, providing exclusive rights to access, use or sublease portions of the Haywood Property, to obtain permits and prepare the property for its intended purpose, including improvements.

If the conditions for closing are not satisfied by June 30, 2025, the Haywood Purchase Agreement will terminate and Decommissioning Services will retain a total of $ 400,000 in rental fees for use of the Haywood Property.

During this lease period, Comstock Exploration will pay Decommissioning Services a 2 % royalty of the sales price of any gravel, aggregate, or rock products produced and sold from the Haywood Property, excluding the removal of materials that have been pledged to a third -party for improvements made.

The Company issued shares of its common stock to Haywood as contractual stock consideration and recognized as a derivative (see Note 15 ).

Total stock consideration paid to Haywood are presented below:

Asset Purchase Amendment

Company Shares Issued

Fair Value of Shares Issued

Haywood Agreement - 2022

150,000 $ 2,245,000

Second Amendment - 2024

150,000 $ 509,850

Third Amendment - 2025

200,000 $ 700,000

For the years ended December 31, 2025 and 2024 , the Company paid Haywood $230,000 and $ 420,000 , respectively, which resulted in a decrease in contractual stock consideration (see Note 15 ) .

As of December 31, 2025, all common shares of the Company were sold by Haywood and all obligations to Haywood were settled in full.

On October 9, 2025, the Company completed the purchase of the Haywood Property and received cash proceeds of $ 413,904 representing cash from the sale of the common shares in excess of amounts owed.

Operating Leases

On August 15, 2023, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Building Lease”) with Sierra Clean Processing LLC (“SCP”) to lease real property and improvements located in Silver Springs, Nevada.

The SCP Building Lease is under a five -year term commencing on August 1, 2023, subject to automatically renew for an additional five -year term.

Under the SCP Building Lease, rental expense is $ 4,680 per month with an annual rent increase of 3 % and all lease payments were recognized as rental expense.

At lease inception, the SCP Building Lease was classified as an operating lease with a lease term of five years.

At August 15, 2023, the Company recognized a right-of-use asset and lease liability of $ 213,925 and $ 213,925 , respectively, at a discount rate of 13.57 %.

For the years ended December 31, 2024 and 2023 , the fixed operating lease expense was $ 59,632 and $ 24,847 , respectively.

The Company's chief executive officer is an executive and director of SCP.

On July 1, 2024, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located in Silver Springs, Nevada.

The SCP Real Estate and Building Lease is under a five -year term commencing on August 1, 2024, subject to automatically renew for an additional five -year term.

Under the lease, rental expense is $ 70,000 per month for the first twelve rent payments, $ 75,000 per month for the next twelve months and $ 80,000 per month for the last thirty-six months of the lease term and all lease payments were recognized as rental expense.

Under the SCP Real Estate and Building Lease, rent will commence and remain at $ 30,000 per month until all necessary and required permits are secured and operations commence.

At lease inception, the SCP Real Estate and Building Lease was classified as an operating lease with a lease term of ten years based on the assumption that the Company will elect to extend the lease.

At August 1, 2024, the Company recognized a right-of-use asset and lease liability of $ 4,567,814 and $ 4,567,814 , respectively, at a discount rate of 12.95 %.

For the years ended December 31, 2024 and 2023 , the fixed operating lease expense was $ 363,125 and $ 0 , respectively.

The Company's chief executive officer is an executive and director of SCP.

The Company has an operating lease, as lessee, with Sutro as lessor, for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental.

On January 22, 2025, the Company, as lessee, signed a Building Lease Agreement (the “Oklahoma Office Lease”) with Gaillardia Parkway LLC to lease real property and improvements located in Oklahoma City, OK.

The Oklahoma Office Lease is under a three -year term which commenced on February 1, 2025, with no extension provision.

Under the lease, rental expense is $ 5,244 per month for the first twelve rent payments, $ 5,403 per month for the next twelve months and $ 5,566 per month for the last twelve months of the lease term.

At lease inception, the Oklahoma Office Lease was classified as an operating lease with a lease term of three years.

At February 1, 2025, the Company recorded a right-of-use asset and lease liability of $ 160,102 , at a discount rate of 12.95 %.

For the year ended December 31, 2025 , the fixed operating lease expenses were $ 59,448 .

On February 27, 2025, the Company, as lessee, signed a Commercial Lease Agreement (the “Madison Commercial Lease”) with McAllen Properties Dane LLC to lease commercial property and improvements located in Madison, WI (see Note 13 ).

The Madison Commercial Lease is under an initial seven -year term which commenced on March 1, 2025 with an optional renewal term of five years.

The Company expects to exercise the optional five -year renewal term.

Under the lease, rental expense starts at $ 43,657 per month and escalates at fixed rates annually through the twelve -year term.

At lease inception, the Madison Commercial Lease was classified as an operating lease with a lease term of twelve years.

At February 27, 2025, the Company recorded a right-of-use asset and lease liability of $ 3,388,455 , at a discount rate of 14.24 %, commensurate to a twelve -year lease term, inclusive of the five -year renewal term.

For the year ended December 31, 2025 , the fixed operating lease expenses were $ 516,321 .

On August 14, 2025, the Company, as lessee, signed a Sublease Agreement (the “Tulsa Commercial Lease”) with Tulsa Airports Improvement Trust (TAIT) to lease commercial land for development located in Tulsa, OK.

The Tulsa Commercial Lease is under a twenty -year term commencing on September 1, 2025.

Under the lease, rental expense starts at $ 57,266 per month during a one -year option term, during which, the lease can be terminated by the Company for any reason.

The option term expires the sooner of August 31, 2026 or within 7 days advanced written notice upon failure of TAIT to obtain a Conditional Letter of Map Revision from the Federal Emergency Management Authority (“FEMA”).

After the Option term, rent expense escalates to $ 98,170 per month and escalates every five years commensurate with changes in the Consumer Price Index.

At lease inception, the Tulsa Commercial Lease was classified as an operating lease and the Company expects to exercise the option, thus the Company determined a lease term of thirty years and a one -year option term.

At September 1, 2025, the Company recorded a right-of-use asset and lease liability of $ 8,169,149 at a discount rate of 13.44 %.

For the year ended December 31, 2025 , the fixed operating lease expenses were $ 387,402 .

On December 4, 2025, the Company acquired Hexas (see Note 3 ) and assumed an existing lease for research farmland and building.

The Lease Agreement (the “Hexas Farm Lease”) is with a related party, with the former chief executive officer of the newly acquired Hexas, to lease research farmland and building in Olympia, WA.

The Hexas Farm Lease had an original lease term of five years commencing on March 1, 2025.

Under the lease, rental expense starts at $ 6,285 per month and escalates at a fixed price annually.

At lease inception, the Hexas Farm Lease was classified as an operating lease with a remaining lease term of 4.2 years.

At December 4, 2025, the Company recorded a right-of-use asset and lease liability of $ 284,134 at an explicitly stated discount rate of 10 %.

For the year ended December 31, 2025, the fixed operating lease expense was $ 6,939 .

On December 10, 2025, the Company, as lessee, signed a Lease Agreement (the “Industrial and Commercial Lease”) with the lessor to lease land and premises located at 10210 Idaho Ave, Hanford, CA.

The Industrial and Commercial Lease is under a five -year term commencing on December 10, 2025, and includes an option to extend the term for an additional 36 months, which the Company believes is probable.

Under the lease, rental expense is $ 17,500 per month for the first year with 3 % increases on month 13 and every 12 months afterward.

Lease payments under the Industrial and Commercial Lease do not begin until all permits are received, which is expected to occur in March 2026.

At lease inception, the Industrial and Commercial Lease was classified as an operating lease with a lease term of eight years.

At December 10, 2025, the Company recorded a right-of-use asset and lease liability of $ 1,231,349 at an explicitly stated discount rate of 10.00 %.

For the year ended December 31, 2025, the fixed operating lease expenses was $ 18,863 .

The Company has an operating lease, as lessee, with Sutro Tunnel Company as lessor, for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental.

The lease runs from 2018 until 2028.

2 unchanged sentences

For the years ended December 31, 2025 and 2024 , the fixed operating lease expense was $ 10,099 and $ 10,099 , respectively.

Sierra Clean Processing LLC (“SCP”)

We have leases with SCP to lease various types of property and improvements located in Silver Springs, Nevada.

The Company’s chief executive officer is an executive and director of SCP.

These leases include:

• A Real Estate and Building Lease signed on August 15, 2023 at 700 Lake Avenue with monthly rent of $ 4,680 , increasing by 3 % annually.

• A Real Estate and Building Lease signed on July 1, 2024 at 600 Lake Avenue with monthly rent of $ 70,000 per month for the first twelve rent payments, $ 75,000 per month for the next twelve months and $ 80,000 per month for the last thirty-six months of the lease term.

• A Storage Lease signed on November 1, 2025 at 800 Lake Avenue with monthly rent of $ 5,000 per month with an annual increase of 3 %.

Lease payments under the Storage Lease do not begin until all permits are received, which occurred in February 2026.

This lease has a five -year term and is subject to automatic renewal for an additional five -year term, which the Company deems probable.

Lease terms for the SCP operating leases are as follows:

Lease Commencement Date

Right-of-Use Asset and Lease Liability

Discount Rate

For the Year Ended December 31, 2025 Fixed Operating lease expense

For the Year Ended December 31, 2024 Fixed Operating lease expense

SCP Building Lease

August 1, 2023

$ 213,925 13.57 % $ 59,632 $ 59,632

SCP Real Estate and Building Lease

August 1, 2024

$ 4,567,814 12.95 % $ 871,500 $ 363,125

SCP Storage Lease

November 1, 2025

$ 311,890 14.28 % $ 9,983 $ -

For the years ended December 31, 2025 and 2024 , short-term operating lease expense was $ 95,160 and $ 238,287 , respectively.

Minimum lease payments to be paid by the Company by fiscal year for the Company's operating and finance leases are as follows:

Minimum lease payments to be paid by the Company by fiscal year for the Company's operating leases are as follows:

Operating Leases

Finance Leases

$ 429,118 $ 490,075

Total lease payments

8,824,950 490,075

imputed interest

1 unchanged sentence

Present value of lease liabilities

$ 4,871,543 $ 490,075

Operating Lease Income

For the years ended December 31, 2025 and 2024 , revenues from operating leases on our land and building leased to others totaled $ 153,100 and $ 146,175 , respectively.

Revenues from operating leases in 2023 include $ 237,473 from the ABTC operating lease on the Facility, which was sold in 2023.

Minimum lease payments for operating leases to be received from others are as follows:

Total Minimum Lease Income

NOTE 9 SALE OF FACILITY

From 2021 to 2023, LINICO Corporation (“LINICO”), a wholly-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for land, buildings and related assets and improvements (the “Facility”).

Since 2021, LINICO, a majority-owned subsidiary of the Company, had a finance lease (the “AQMS Lease”), as lessee, with Aqua Metals Reno Inc., a subsidiary of Aqua Metals Inc.

(“AQMS”), for land, buildings and related improvements (the “Facility”).

AQMS was the non-controlling interest holder for LINICO.

The lease agreement provided for the Company to purchase the Facility for a total purchase price of $ 15.25 million ($ 3.25 million of which was previously paid by LINICO) if LINICO elected not to or was unable to purchase the Facility.

On March 30, 2023, the Company delivered AQMS a notice of its irrevocable intent to exercise the option and purchase the membership interest of the entity that owned the Facility for $ 12,000,000 , as provided by the agreement.

On April 26, 2023, the Company closed on the purchase of the membership interest of Aqua Metals Transfer LLC (“AQMT”) from AQMS and paid the remaining $ 12.0 million due, taking full ownership of the membership interest of AQMT and terminating the AQMS Lease.

In 2023, the Company consummated the sale and transferred the title of the Facility to ABTC.

The previously existing lease between LINICO and AQMS was terminated.

Consideration received for the Facility as of December 31, 2023 were as follows:

Consideration

Fair Value of Consideration

March 1, 2023

March 31, 2023

April 6, 2023 (modified April 21, 2023)

Restricted shares of ABTC common stock (10,000,000 shares)

April 21, 2023

Restricted shares of ABTC common stock (1,000,000 shares)

June 30, 2023

ABTC common shares returned in lieu of escrowed funds (1,923,077 shares)

( 1,500,000 )

Total Consideration

Total consideration

Carrying value of facility and equipment sold

( 21,397,165 )

Costs associated with the transaction

Gain on sale of facility

The Company sold all of its shares of ABTC common stock in 2023 for net proceeds of $ 5,365,981 .

In December 2023, ABTC paid the Company $ 634,019 in accordance with the guarantee of $ 6.0 million to be received on sale of ABTC stock.

NOTE 11 DEBT OBLIGATIONS

5 unchanged sentences

Alvin Fund LLC Promissory Note - 16 % interest, due April 15, 2026

2,000,000 2,000,000

Alvin Fund LLC Promissory Note - 12 % interest, due April 15, 2026

2,100,000 2,100,000

2023 Kips Bay Unsecured Convertible Promissory Note - 8 % interest, due March 27, 2025

AQMS Note Payable - 9.76 % implied interest, due March 31, 2025

100,000 600,000

8,490,000 12,147,894

debt discounts and issuance costs

( 2,407 ) ( 2,297,172 )

Total debt, net of discounts

8,487,593 9,850,722

current maturities

( 97,593 ) ( 4,495,660 )

Long-term debt, net of discounts and issuance costs

6 unchanged sentences

The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, excluding the Lucerne and Dayton properties.

The Company is required to prepay the GHF 2021 Note with any net cash proceeds received in the sale of any collateral.

The Company was required to prepay the GHF 2021 Note with any net cash proceeds received in the sale of any collateral.

On April 22, 2024, the Company and GHF amended the GHF 2021 Note (the “Amended GHF 2021 Note”) to extend the maturity from December 15, 2024 to April 15, 2026 and increase the interest rate from 6 % to 12 % per annum.

2 unchanged sentences

The incremental fair value resulting of the amendments to the GHF Warrants was $ 85,330 and was recognized as part of the loss on debt extinguishment.

On December 31, 2024, GHF assigned to JAK Trust an outstanding principal amount of $ 1,372,800 on the GHF 2021 Note and 38,400 of GHF Warrants.

The principal due on the GHF 2021 Note of $ 4,290,000 was reassigned to Georges Trust.

During the years ended December 31, 2025 and 2024 , we recognized interest expense of $ 298,273 and $ 551,846 , respectively, which includes OID amortization of $ 0 and $ 116,029 , respectively, in connection with the GHF 2021 Note.

Alvin Note Fund Notes

Alvin Fund 2022 Note

On October 25, 2022, the Company entered into a short-term promissory note (the “Alvin Fund 2022 Note”) with Alvin Fund LLC (“Alvin Fund”) with a principal amount of $ 2,000,000 .

6 unchanged sentences

On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2022 Note (the “Amended Alvin Fund 2022 Note”) to extend the maturity from January 31, 2026 to April 15, 2026.

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 320,877 and $ 422,140 , respectively, which includes OID amortization of $ 0 and $ 204,110 , respectively, in connection with the Alvin Fund 2022 Note.

In 2024 , the Company issued an aggregate of 108,178 shares of unregistered restricted shares of common stock with a fair value of $ 320,877 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note.

During the years ended December 31, 2025 and 2024 , we recognized interest expense of $ 185,863 and $ 320,877 , respectively, in connection with the Alvin Fund 2022 Note.

In 2025 , the Company issued an aggregate of 68,123 shares of unregistered restricted shares of common stock with a fair value of $ 213,041 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note.

In 2024, the Company issued an aggregate of 108,178 shares of unregistered restricted shares of common stock with a fair value of $ 320,877 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note (see Note 22 ).

Alvin Fund 2023 Note

On November 12, 2023, the Company entered into a short-term promissory note (the “Alvin Fund 2023 Note”) with Alvin Fund with a principal amount of $ 2.1 million which includes $ 100,000 OID.

11 unchanged sentences

The warrants had a relative fair value of $ 157,269 on the date of issuance and was recognized as an additional debt discount with a corresponding increase in additional paid-in-capital.

On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2023 Note (the “Amended Alvin Fund 2023 Note”) to extend the maturity from February 12, 2025 to April 15, 2026 and increase the interest rate from 8 % to 12 % per annum.

The Company determined that the amendment resulted in a loss on debt extinguishment of $ 189,732 which was recognized in 2024.

On April 22, 2024, the Company and Alvin Fund also amended the Alvin Fund Warrants, whereby the exercise price was reduced to $ 4.56 and the maturity was extended to December 31, 2025.

The incremental fair value resulting of the amendment to the Alvin Fund Warrants was $ 22,900 and was recognized as part of the loss on debt extinguishment (see Note 13 ).

The incremental fair value resulting of the amendment to the Alvin Fund Warrants was $ 22,900 and was recognized as part of the loss on debt extinguishment (see Notes 15 and 22 ).

During the years ended December 31, 2025 and 2024 , we recognized interest expense of $ 146,368 and $ 289,828 , respectively, which includes OID amortization of $ 0 and $ 62,913 , respectively, in connection with the Alvin Fund 2023 Note.

In 2025 , the Company issued an aggregate of 59,386 shares of unregistered restricted shares of common stock with a fair value of $ 188,482 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note.

In 2023, no shares of common stock were issued to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note.

In 2024, the Company issued an aggregate of 73,454 shares of unregistered restricted shares of common stock with a fair value of $ 206,664 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note.

GHF and Alvin Fund Notes and Warrants Amendments

On August 8, 2025, the Company, Georges Trust and Alvin Fund LLC (“Alvin Fund”) entered into note amendments to modify the form and conditions of payment on the GHF Note, Alvin Fund 2022 Note and the Alvin Fund 2023 Note as follows.

The Company issued 2,900,000 shares of common stock with a fair value of $ 9,193,000 which was allocated as a reduction to the debt liability of $ 8,390,000 .

Of the fair value of the common stock issued, $ 768,204 was recognized as loss on debt extinguishment in our consolidated statement of operations.

Obligation to pay Georges Trust and Alvin Fund on or before the True-Up Payment date of April 15, 2026, an amount equal to the unpaid principal balance plus accrued interest minus the net cash proceeds received by Georges Trust and Alvin Fund from the sale of the Company's shares of common stock creating a derivative liability of $ 34,796 (see Note 15 ).

The return of any excess shares and/or cash to the Company by Georges Trust and Alvin Fund, if on April 15, 2026, the value of the unsold shares plus the net cash proceeds received exceeds the unpaid principal balance plus accrued interest.

As of December 31, 2025 , Georges Trust holds 1,500,000 shares of the Company's stock and Alvin Fund holds 1,400,000 shares of the Company's stock.

On August 8, 2025, the Company and Georges Trust also extended the maturity of the GHF warrants to December 31, 2027.

The incremental fair value resulting of the amendment to the GHF warrants was $ 112,800 and was recognized as part of the loss on debt extinguishment (see Note 15 ).

On August 8, 2025, pursuant to the Alvin Fund 2023 Note Amendment, the Company and Alvin Fund extended the maturity of the Alvin Fund warrants to December 31, 2027.

The incremental fair value resulting of the amendment to the Alvin Fund warrants was $ 91,000 and was recognized as part of the loss on debt extinguishment (see Note 15 ).

Kips Bay Select LP Unsecured 2025 Convertible Note

On January 10, 2025, the Company entered into a securities purchase agreement ( “2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay with a principal amount of $ 10,638,298 , of which $ 5,000,000 was funded in cash on January 13, 2025 with an original issue discount of $ 319,149 .

On March 11, 2025, the Company received additional funding of $ 5,000,000 , which resulted in a principal amount for such second tranche of $ 5,319,149 (that is, an additional $ 5,000,000 in cash plus an additional $ 319,149 of original issue discount).

The full principal was due on April 10, 2026.

Interest was payable monthly at a rate of 6 % per annum.

In accordance with the agreement, in 2025, the Company issued 110,059 shares of its common stock ( 44,024 restricted and 66,035 registered) with a fair value of $ 531,915 as debt issuance costs.

The amount was recognized as additional discount on the note.

The 2025 Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes.

The terms require the conversion option to be bifurcated as a derivative.

The initial derivative recorded totaled $ 1,920,000 and resulted in additional discount on the note (see Note 15 ).

During the year ended December 31, 2025 , the Company recognized interest expense of $721,646 which includes OID amortization of $540,063 in connection with the 2025 Kips Bay Note.

During 2025, pursuant to the 2025 Kips Bay Note, the Company issued 4,567,949 shares of the Company's common stock to Kips Bay with a fair value of $11,850,097 at an average conversion price of $2.59.

The loss on debt conversion recognized during the year ended December 31, 2025 was calculated as follows:

Principal converted

Debt discount associated with principal converted

( 2,415,868 )

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 4,567,949 shares)

Loss on conversion of debt

$ ( 3,088,167 )

On August 12, 2025, the Company entered into a payoff letter agreement (the “Payoff Agreement”), with “Kips Bay related to the Company’s obligations under its 2025 Kips Bay Note.

Pursuant to the Payoff Agreement, Kips Bay agreed to accept the payment of $ 2,500,000 in cash in full satisfaction of the Company’s obligations under the 2025 Kips Bay Note.

In 2025, the Company determined that the payoff resulted in a loss on debt extinguishment of $ 1,795,883 recognized in our consolidated statement of operations.

As of December 31, 2025 , the 2025 Kips Bay Note was fully converted.

Kips Bay Select LP Unsecured 2023 Convertible Note

On December 27, 2023, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (the “2023 Kips Bay Note”) with Kips Bay Select LP (“Kips Bay”) with a principal amount of $ 5,263,157 , of which $ 263,157 was an OID.

3 unchanged sentences

The 2023 Kips Bay Note required the Company to pay a loan commitment fee of $ 250,000 in the form of shares of its common stock.

As of December 31, 2023, the Company recognized a stock payable of $ 150,000 for the commitment fee associated with the initial $ 3,000,000 received in 2023.

In January 2024, the remainder of the principal was received and the Company issued 48,914 shares of its common stock ( 30,894 restricted and 18,020 registered) with a fair value of $ 250,000 in payment of this commitment fee.

1 unchanged sentence

The terms require the conversion option to be bifurcated as a derivative.

As of December 31, 2024 and 2023 , the Company has a derivative liability balance of $ 0 and $ 1,360,000 , respectively, associated with this conversion option.

As of December 31, 2023, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 1.00 , discount rate of 35 %, risk free rate of 4.54 %, and volatility of 96.0 %.

On January 27, 2024, the Company recognized an additional $ 836,000 associated with the additional borrowings of $2.0M under the 2023 Kips Bay Note.

The additional $ 836,000 derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 0.88 , discount rate of 35 %, risk free rate of 4.60 %, and volatility of 96.0 %.

During the years ended December 31, 2024 and 2023 , the Company recognized interest expense of $ 993,713 and $ 16,822 , respectively, which includes OID amortization of $ 803,653 and $ 14,806 , respectively, in connection with the 2023 Kips Bay Note.

As of December 31, 2024, the Company has a derivative liability balance of $ 0 associated with this conversion option.

During the year ended December 31, 2024, the Company recognized interest expense of $ 993,713 which includes OID amortization of $ 803,653 in connection with the 2023 Kips Bay Note.

In 2024, the Company paid $ 863,241 in cash to redeem $ 855,282 of principal, $ 7,959 of accrued interest, and paid a $ 50,000 redemption fee which resulted in a loss on debt extinguishment of $ 295,877 .

15 unchanged sentences

In October 2024, the Company elected to request an additional funding of $ 1,500,000 , which resulted in a principal amount for such second tranche of $ 1,595,745 ($ 1,500,000 in cash plus $ 95,745 of original issue discount).

The Company could redeem the 2024 Kips Bay Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

The 2024 Kips Bay Note required the Company to pay a loan commitment fee of $ 265,957 in the form of shares of its common stock.

In October 2024, the Company issued 67,725 shares of its common stock ( 27,090 restricted and 40,635 registered) with a fair value of $ 265,957 .

In 2024, the Company issued 67,725 shares of its common stock ( 27,090 restricted and 40,635 registered) with a fair value of $ 265,957 .

The amount was recognized as additional discount on the note.

3 unchanged sentences

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 3.75 %, and volatility of 78.0 %.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $1.5M under the 2024 Kips Bay Note.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $ 1.5 million under the 2024 Kips Bay Note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.14 %, and volatility of 77.0 %.

During year ended December 31, 2024 , the Company recognized interest expense of $ 220,853 and including OID amortization of $ 179,631 in connection with the 2024 Kips Bay Note.

During the year ended December 31, 2024, the Company recognized interest expense of $ 220,853 and including OID amortization of $ 179,631 in connection with the 2024 Kips Bay Note.

As of December 31, 2024, the 2024 Kips Bay Note was fully converted.

20 unchanged sentences

8 % annually.

The Company could redeem the

July 2024 Leviston Note for cash

30 -days following closing at

125 % of the face value, plus accrued interest.

In accordance with the agreement, on August 6, 2024, the Company issued a total of 84,447 shares of its common stock ( 33,779 restricted and 50,668 registered) with a fair value of $ 135,875 to Leviston as a loan commitment fee.

In accordance with the agreement, on

August 6, 2024, the Company issued a total of

84,447 shares of its common stock (

33,779 restricted and

50,668 registered) with a fair value of

$ 135,875 to Leviston as a loan commitment fee.

The Leviston Note contained conversion terms that are based on percentages of trading price and volumes over defined measurement periods.

14 unchanged sentences

Interest was payable monthly at a rate of 6 % annually.

The Company could redeem the December 2024 Leviston Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

In accordance with the agreement, on December 20, 2024, the Company issued a total of 33,854 shares of its common stock ( 13,542 restricted and 20,312 registered) with a fair value of $ 132,979 to Leviston as a loan commitment fee.

18 unchanged sentences

During the years ended December 31, 2025 and 2024 , the Company recognized interest expense of $ 2,407 and $ 29,344 , respectively, in connection with the AQMS note payable.

Ionic Ventures LLC Unsecured Convertible Note

On December 16, 2022, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (“Ionic Note”) with Ionic Ventures, LLC (“Ionic”).

with a principal amount of $ 3,150,000 , of which $ 2,975,000 was funded and $ 175,000 was an original issue discount.

The full principal was due on March 16, 2024.

Interest was payable monthly at a rate of 8 % annually.

The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods.

The terms required the conversion option to be bifurcated as a derivative.

The Ionic Note was fully converted in 2023.

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 0 and $ 285,772 , respectively, which includes OID amortization of $ 0 and $ 189,939 , respectively, in connection with the Ionic Note.

The conversion terms required a measurement period of five days within which the number of shares initially converted are adjusted for changes in trading volume during the period.

Under this provision, on April 6, 2023 and October 27, 2023, Ionic returned excess shares of 32,755 and 60,357 , respectively, of the Company's common stock issued upon earlier conversions with a fair value of $ 364,330 .

As of December 31, 2023, the Ionic Note was fully converted.

The gain on debt conversion recognized during the year ended December 31, 2023 was calculated as follows:

Principal converted

Debt discount associated with principal converted

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 963,692 shares)

Gain on conversion of debt

As of March 26, 2025, the AQMS note payable was paid off in full.

NOTE 12 LONG-TERM RECLAMATION LIABILITY

13 unchanged sentences

COMSTOCK MINERAL ESTATE LEASE PAYMENTS

We lease certain mineral rights and properties under leases expiring at various dates through 2027.

Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at December 31, 2024 .

Total minimum annual lease payments

We have minimum royalty obligations with certain of our mineral properties and leases.

For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences.

These royalties range from 0.5 % to 5 % of NSR from minerals produced on the properties, with the majority being under 3 %.

Some of the factors that will influence the amount of the royalties include ounces extracted and the price of extracted metals.

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment.

These laws and regulations are continually changing and generally become more restrictive.

The Company believes its operations are in compliance with applicable laws and regulations in all material respects.

The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

NORTHERN COMSTOCK OPERATING AGREEMENT

The Company has an Operating Agreement with Northern Comstock LLC, as amended August 27, 2015.

The Operating Agreement requires that the Company make monthly cash contributions of $ 30,000 for eleven months each calendar year to Northern Comstock LLC and an annual contribution in the amount of $ 482,500 payable in stock or cash.

The Company recognized expense associated with the Operating Agreement of $ 888,941 in selling, general, and administrative expense on the consolidated income statements in both 2024 and 2023.

At December 31, 2024 and 2023, approximately $ 390,000 and $ 90,000 , respectively, in cash contributions were included in accounts payable on the consolidated balance sheets.

The Company anticipates making these contribution payments through September of 2026 to satisfy the obligation.

RENFUEL LICENSE PAYMENTS

On October 11, 2023, and amended on December 22, 2023, the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products.

The Company is required to spend a minimum of $ 250,000 per quarter on commercially reasonable research, development and commercialization activities, and advances commencing on January 1, 2024.

As of December 31, 2024 , this commitment has been satisfied with advances made to RenFuel (see Note 3 ).

On September 29, 2025, the Company assigned certain mineral rights and properties under leases to Mackay pursuant to the Mackay MIPA (see Note 6 ).

As of December 31, 2025 , the Company had no remaining commitments under the mineral estate leases assigned pursuant to the Mackay MIPA.

AST LICENSE AGREEMENTS

The Company is party to three license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain developed technologies of AST for use at three facilities in exchange for three facility-specific license fees of $ 500,000 each, and a royalty fee equal to 1.0 % of the gross revenue of each of the first three operating facilities.

As of December 31, 2025 , no royalty fees have been paid under the AST License Agreements.

GREAT BASIN PRECEDENT AGREEMENT

On November 29, 2025, the Company and Great Basin Gas Transmission Company (“Great Basin”) entered into a Precedent Agreement for Great Basin to construct and install pipelines and appurtenant facilities (“Expansion Facilities”) to our properties in Silver Springs Nevada and anticipated to be completed by November 2028.

Upon approval of the certificate of public convenience by the Federal Energy Regulatory Commission (“FERC”) authorizing the construction of the Expansion Facilities and prior to commencing construction, Great Basin will tender a Transportation Service Agreement consistent with tariff for rate schedule to the Company.

The Transportation Service Agreement will be for a term of twenty years beginning on November 1, 2028 with a daily reserve capacity of 50,000 Dekatherm (“Dth”).

Great Basin may terminate the Precedent Agreement at any time if ( 1 ) Great Basin determines that all or any portion of the Expansion Facilities would be operationally and/or economically infeasible;

( 2 ) the Company fails to perform its duties and obligations;

and ( 3 ) Great Basin has not received and accepted a final certificate order from FERC.

If the Precedent Agreement is terminated, the Company must reimburse Great Basin all project development and default costs.

The Company will establish a surety bond of the estimated project development costs with a cumulative total of $ 39.96 million by December 31, 2026 and a cumulative total of $ 54.0 million by December 31, 2027.

INVESTMENT IN LICENSED TECHNOLOGY

On March 1, 2024, the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”).

The DSA scope involves research and development to validate integrated applications of the Company's intellectual properties and Developer IP, including baseline applications involving Developer IP alone.

The DSA calls for work to be completed in a series of phases, with the first phase (“Phase 1” ) consisting of three projects over nine months at a cost to the Company of $ 116,900 per month, or $ 1,052,100 in total.

Current estimates for the next three projects in the second phase of work under the DSA (“Phase 2” ) include $ 116,900 per month for an additional six months, or $ 701,400 in total, including $ 321,160 in residual payments for equipment and supplies purchased in Phase 1 that will be used in Phase 2.

For the year ended December 31, 2024 , the Company recognized $ 1,157,000 as research and development expense in the consolidated statements of operation.

As of December 31, 2024 , research and development expense included in accounts payable on the consolidated balance sheet was $ 935,200 .

Phase 2 estimates are subject to upwards variance after data is collected and evaluated from Phase 1.

No estimate is available for work beyond Phase 2 at this time, however, the DSA contemplates continuing cooperation for research and development over an initial three -year term.

Each phase of work is defined by a detailed scope culminating in specific, measurable, achievable, relevant, and timely milestones and go- no -go decision points.

Work under Phase 2 cannot occur without a written notice to proceed from the Company following satisfactory completion of Phase 1 based on stated milestones and decision points.

The Phase 2 notice to proceed also cannot be issued until a detailed project plan for Phase 2 is finalized and approved by the Company and Developer.

Developer (see Note 4 )

For the years ended December 31, 2025 and 2024 , the Company recorded $ 146,899 and $ 1,157,000 , respectively, as research and development expense in the consolidated statements of operations.

On March 1, 2024, Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and treat water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products.

The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $ 20,000 on the earlier to occur of 240 days after receiving a patent for the Developer IP, and, commencing on February 15, 2025, and for each year thereafter, (i) $ 10,000 in year 1 and 2, (ii) $ 25,000 in year 3 and 4, and (iii) $ 75,000 in year 5 and thereafter.

The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $ 20,000 on the earlier to occur of 240 days after receiving a patent for the Developer IP, and, commenced on February 15, 2025, and for each year thereafter, (i) $ 10,000 in year 1 and 2, (ii) $ 25,000 in year 3 and 4, and (iii) $ 75,000 in year 5 and thereafter.

The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually ($ 10,000 ) or together with the Company ($ 5,000 ).

The scope of the Water License is exclusive unless Comstock elects not to invest a minimum of $ 100,000 per calendar quarter after completion of Phase 1.

All amounts paid to or for the benefit of Developer under the DSA and Comstock License Agreements are credited against future royalties payable under the Comstock License Agreements.

The Comstock License Agreements state that new intellectual properties developed by Comstock that derive from the Developer IP shall be assigned to Developer.

As of March 1, 2024, an officer and an employee (the “Comstock Inventors”) of the Company invented new developments that derived from Developer IP (“Comstock Developer Inventions”).

The Comstock Inventors assigned the Comstock Developer Inventions to Comstock, and Comstock then assigned the Comstock Developer Inventions to Developer.

While new developments to the Developer IP made by Comstock after March 1, 2024, are required to be assigned to Developer for no additional consideration, Developer agreed to pay to the Company a technology use fee equal to 20 % of any throughput that Developer generates by use and sublicensing of the Comstock Developer Inventions.

During the year ended December 31, 2024 , in accordance with the funding commitments under the Comstock License Agreements, the Company recognized $ 30,000 as license fee expense and $ 270,000 of patent fee expense and recognized $ 300,000 in accrued expense and other liabilities on the consolidated balance sheets.

As of December 31, 2025 , in accordance with the funding commitments under the Comstock License Agreements, the Company paid $ 205,204 of 2024 patent fee costs reflected in research and development expense in our consolidated statements of operations.

As of December 31, 2025 and 2024 , payables to the Developer included in accounts payable on the consolidated balance sheet was $ 1,332,099 and $ 935,200 , respectively.

During the year ended December 31, 2024, in accordance with the funding commitments under the Comstock License Agreements, the Company recognized $ 30,000 as license fee expense and $ 270,000 of patent fee expense and recognized $ 300,000 in accrued expense and other liabilities on the consolidated balance sheets which was paid in 2025.

On October 1, 2024, the Company entered into an agreement with a managing and operating contractor of the U.S.

Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”).

This agreement provides that the Company work jointly with the NREL and the Massachusetts Institute of Technology (“MIT”) to develop and validate the process for conversion of lignocellulosic biomass into aromatic sustainable aviation fuel.

The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin.

The ongoing funding commitment is $ 1.5 million, $ 1.7 million, and $ 1.5 million, during 2025, 2026, and 2027, respectively.

During the year ended December 31, 2024 , $ 269,488 has been funded under the agreement and recognized as research and development expense.

On October 1, 2024, the Company also entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research.

The licensing agreement requires the Company to pay an up-front fee of $ 100,000 , which was paid in 2024 and recognized as research and development expense during the year ended December 31, 2024 .

For the years ended December 31, 2025 and 2024 , $ 1,616,928 and $ 269,488 , respectively, has been funded under the agreement and recognized as research and development expense.

On October 1, 2024, the Company entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research.

The licensing agreement required the Company to pay fees of $ 100,000 that were recognized as research and development expense during the year ended December 31, 2024.

Under this licensing agreement, the Company will pay a royalty fee equal to 3 % of net sales.

The agreement includes minimum annual royalty payments that are not applied against future years’ royalty payments.

For the year ended December 31, 2025 , the Company paid $ 65,000 in annual royalty fees recognized as research and development expense in our consolidated statement of operations.

Annual royalty payments are as follows:

Minimum Annual Royalty

In addition, the Company has the right to sublicense its licensing rights.

The Company will pay a royalty fee equal to 15 % of all sublicensing revenue to NREL.

The Company has sublicensing rights and will pay a royalty fee equal to 15 % of any such sublicensing revenue to NREL.

The royalty fee and the sublicensing fee will be reduced to 2 % and 10 %, respectively, upon achievement of certain thresholds.

Marathon Petroleum Corporation

On February 28, 2025, Bioleum, a subsidiary of the Company, entered into a series of definitive agreements with Virent, which have been assigned to Bioleum and involve the purchase of $ 14.0 million in Bioleum equity as part of Bioleum's planned Series A preferred equity financing (“Series A Financing”), subject to a $ 700 million valuation cap (“Investment”).

The purchase price includes $ 1.0 million in cash and $ 13.0 million in the Marathon SAFE Note (see Notes 6 and 15 ) issued in exchange for payment-in-kind assets, on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”).

The Investment Agreements, as amended on September 26, 2025, requires the $ 1.0 million cash portion of the Investment to be made within five business days of the execution by Bioleum of third -party investment agreements for at least $ 25,000,000 in Series A equity financing.

The Investment Agreements additionally require Bioleum to grant MPC Investment LLC a lien on the Marathon Payment-In Kind Assets if Bioleum does not complete $ 25,000,000 in the Series A equity financing before March 31, 2026.

As of December 31, 2025 , $ 20.0 million of Series A equity financing has been completed.

The Investment Agreements provide for the grant by Virent to Bioleum of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Marathon Payment-In Kind (“Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars.

The Virent IP consists of the transfer of know-how in order to use the Marathon Payment-In Kind Assets and does not represent any standalone value to the Company, thus, no value was assigned to the Virent IP as of December 31, 2025 .

Annually, the Company pays each of the independent directors a total of $ 160,000 in cash or shares of common stock, which includes an annual cash payment of $ 60,000 plus chair and committee meeting fees.

2 unchanged sentences

As of December 31, 2025 and 2024 , director fee compensation included in accounts payable on the consolidated balance sheet was $ 290,000 and $ 177,500 , respectively.

As of December 31, 2024 and 2023 , the Company accrued $ 1,000,000 and $ 500,000 , respectively, in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock that is expected to be issued in 2025 and paid annually and is included in other long-term liabilities on the consolidated balance sheet.

As of December 31, 2025 and 2024 , the Company accrued $ 1,475,000 and $ 1,000,000 , respectively, in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock is included in other long-term liabilities on the consolidated balance sheet.

On December 30, 2025, the Compensation Committee of the Board of Directors approved the payment of the accrued director fee compensation of $ 1,475,000 and on January 5, 2026, the Company issued 410,866 shares at $ 3.59 per share to our directors.

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business.

3 unchanged sentences

2025 Issuances

On November 21, 2025, the Company entered into an At the Market Offering Agreement ( “2025 Titan ATM Agreement”) with Titan Partners Group LLC (“Titan Partners”) to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $ 100 million from time to time, at our option, on terms we deem favorable.

On November 21, 2025, the Company filed a prospectus supplement to the registration statement on Form S- 3, dated November 21, 2025, that registered for resale these shares issued pursuant to the 2025 Titan ATM Agreement which became effective on December 10, 2025.

As of December 31, 2025 , the Company issued 589,243 registered shares of common stock to Titan Partners for an aggregate sales price of $ 2,221,513 at an average price per share of $ 3.77 .

As of December 31, 2025 , the Company recognized a stock payable of $ 103,596 for 28,078 of common stock issued on January 2, 2026 included in other long-term liabilities on the consolidated balance sheet.

At December 31, 2025 , the 2025 Titan ATM Agreement has $ 97.8 million remaining capacity.

On August 12, 2025, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners.

The Company raised $ 30 million in gross proceeds before underwriting discounts and commissions and other offering expenses.

On August 14, 2025, the Company issued 13,333,334 registered shares of its common stock at a price of $ 2.25 per share for $ 30,000,002 and received net proceeds of $ 27,640,001 pursuant to the equity offering on August 12, 2025.

On September 11, 2025, Titan Partners exercised their over-allotment option and on September 15, 2025, the Company issued an additional 2,000,000 registered shares of its common stock at a price of $ 2.25 per share for $ 4,500,000 and received net proceeds of $ 4,170,000 .

On August 12, 2025, pursuant to the CMPO, the Company entered into underwriter purchase warrants with various parties and issued 933,334 warrants with an issue date of August 14, 2025, initial exercise date of February 8, 2026 and expiration date of August 12, 2030 with an exercise price of $ 2.58 .

On September 15, 2025, pursuant to the overallotment option, the Company entered into underwriter purchase warrants with various parties and issued 140,000 warrants with an issue date of September 15, 2025, initial exercise date of February 8, 2026 and expiration date of August 12, 2030 with an exercise price of $ 2.58 .

On February 3, 2025, the Company issued 66,035 registered shares of its common stock for debt-issuance costs equal to 3 % of the principal amount of the 2025 Kips Bay Note with a fair value of $ 319,149 (see Note 11 ).

2024 Issuances

In 2024, pursuant to the December 2024 Leviston Agreement, the 2024 Kips Bay Agreement, the July 2024 Leviston Agreement, and the 2023 Kips Bay Agreement, the Company issued an additional 129,636 registered shares of its common stock with a fair value of $ 412,991 (see Note 11 ).

3 unchanged sentences

On July 18, 2024, the Company elected to terminate all future offers and sales pursuant to the 2024 ClearThink Agreement and the Company filed a prospectus supplement to reflect the reduction in the aggregate offering dollar amount of securities to offered and sold from $ 5,000,000 to $ 4,250,000 , and accordingly, the 2024 ClearThink Agreement has no remaining capacity as of December 31, 2024.

2023 Issuances

On February 13, 2023, the Company entered into an equity purchase agreement ( “2023 Leviston Sales Agreement”) with Leviston to offer and sell registered shares of common stock at an aggregate offering price of up to $ 5.0 million from time to time, at our option, on terms we deem favorable.

As of December 31, 2023, the Company issued 1,089,260 registered shares of common stock to Leviston pursuant to the Company’s Form S- 3 filed with the U.S.

Securities and Exchange Commission, for an aggregate sales price of $ 5.0 million at an average price per share of $ 4.59 , and additional 55,249 shares of common stock at a fair value of $ 200,000 in commitment fees.

As of December 31, 2024 , the 2023 Leviston Sales Agreement had no remaining capacity and no sales under this agreement were made in 2024.

On June 21, 2022, the Company entered into an equity purchase agreement (the “2022 Tysadco Sales Agreement”) with Tysadco Partners, LLC (“Tysadco”) to offer and sell registered shares of common stock in an aggregate offering price of up to $ 10.0 million from time to time, at our option, on terms we deem favorable.

Any shares offered and sold to Tysadco were registered for resale pursuant to a registration statement on Form S- 1 filed with U.S.

Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”).

The Company paid commissions equal to 5 % of the offering proceeds to the placement agent in connection with such sales.

As of December 31, 2023, the Company issued 789,784 shares of common stock to Tysadco, for an aggregate sales price of $ 3,000,000 at an average price per share of $ 3.80 .

For the year ended December 31, 2024 , the Company issued 331,801 shares of common stock to Tysadco, for an aggregate sales price of $ 1,213,710 at an average price per share of $ 3.66 .

Sales of common stock, if any, under the 2022 Tysadco Sales Agreement were made at a 10 % discount to the volume weighted average sales price of the common stock on the date that Tysadco receives a capital call from the Company.

As of December 31, 2024 , the 2022 Tysadco Sales Agreement had no remaining capacity.

ISSUANCE OF UNREGISTERED SHARES OF COMMON STOCK

2 unchanged sentences

Common Shares Issued

Alvin Fund LLC

$ 401,523 127,509

January 27, 2025

Kips Bay Select LP

$ 212,766 44,024

February 28, 2025

Alvin Fund LLC

Former LINICO CEO

$ 1,860,000 775,000

March 20, 2025

American Science and Technology Corporation (“AST”)

$ 2,482,200 985,000

Private Placement

$ 1,500,000 625,000

June 10, 2025

Flux Photon Corporation and affiliates

$ 5,780,000 2,000,000

June 12, 2025

$ 700,000 200,000

August 4, 2025

Northern Comstock LLC

$ 482,500 132,573

August 12, 2025

Alvin Fund LLC

$ 4,438,000 1,400,000

August 13, 2025

Georges Trust

$ 4,755,000 1,500,000

Total common shares issued

Issuance of unregistered shares of our common stock in connection with investments and other endeavors for the year ended

December 31, 2024

are as follows.

Issuance Date

Common Shares Issued

Alvin Fund LLC

$ 527,541 181,632

January 11, 2024

Kips Bay Select LP

$ 157,895 30,894

March 27, 2024

ClearThink Capital Partners, LLC

$ 85,000 25,000

April 10, 2024

American Science & Technology (“AST”)

$ 1,587,025 497,500

April 11, 2024

Decommissioning Services LLC (“Haywood”)

$ 509,850 150,000

April 19, 2024

1 unchanged sentence

(marketing fees)

$ 162,693 56,101

April 19, 2024

Private Placement

Alvin Fund LLC

$ 250,000 100,000

Private Placement

June 10, 2024

Alvin Fund LLC

August 2, 2024

Alvin Fund LLC

$ 500,000 125,000

August 6, 2024

Leviston Resources LLC

August 16, 2024

Alvin Fund LLC

$ 54,350 33,779

August 16, 2024

Private Placement

$ 1,000,000 500,000

September 3, 2024

Northern Comstock LLC

September 5, 2024

Alvin Fund LLC

$ 482,500 292,070

October 9, 2024

Kips Bay Select LP

$ 106,383 27,090

November 5, 2024

1 unchanged sentence

(marketing fees)

November 11, 2024

Alvin Fund LLC

December 3, 2024

Alvin Fund LLC

$ 200,000 43,725

December 20, 2024

Leviston Resources LLC

$ 53,191 13,542

Total common shares issued

1 unchanged sentence

The fair value of the shares was determined based on the trading price of the Company’s stock on the date of issuance.

Issuance of unregistered shares of our common stock in connection with investments and other endeavors for the year ended December 31, 2023 are as follows.

Issuance Date

Common Shares Issued

February 14, 2023

Leviston Resources LLC

June 21, 2023

Alvin Fund LLC

August 25, 2023

Northern Comstock LLC

September 1, 2023

Alvin Fund LLC

December 4, 2023

Alvin Fund LLC

December 5, 2023

Alvin Fund LLC

Total common shares issued

Noncontrolling Interest

On December 30, 2021, the Company entered into an agreement with LINICO to purchase additional shares of LINICO resulting in the Company owning an approximately 90 % controlling interest in LINICO.

The remaining 10 % ownership was held by AQMS and was accounted for as a noncontrolling interest in our consolidated financial statements.

On December 19, 2023, the Company, LINICO and AQMS entered into a stock redemption agreement in which AQMS sold its LINICO shares to LINICO for $ 600,000 .

On December 19, 2024, the parties amended the stock redemption agreement to extend maturity to March 31, 2025 ( see Note 10 ).

The increase in ownership percentage and decrease in non-controlling interest resulted in an increase to the Company's additional paid in capital of $ 3,758,807 during the year ended December 31, 2023.

As of December 31, 2024 and 2023 , the Company owns 100 % of LINICO.

On March 1, 2023, Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr.

Fortunato Villamagna, to serve as President of Comstock Metals.

As part of this agreement.

Villamagna was to receive 20 % of the equity in Comstock Metals, vesting evenly, over a five -year period commencing on March 1, 2023 through March 1, 2028, with estimated fair value of the equity award totaling $ 863,000 .

On March 1, 2024, the first tranche vested reducing the Company’s ownership in Comstock Metals to 96 % with a noncontrolling interest of 4 %.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals.

For consolidated entities in which our ownership is less than 100 %, we record a non-controlling interest as a component of equity on the consolidated balance sheets, which represents the third -party ownership in the net assets of the respective consolidated subsidiary.

Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on the consolidated statements of operations.

Changes in ownership interests in an entity that do not result in deconsolidation are generally recognized within equity.

In 2025, the Company had several transactions resulting in the establishment of non-controlling interest associated with our subsidiary, Bioleum, including:

Bioleum Series A Investment;

Bioleum Founder's Share Issuance;

Acquisition of RenFuel IP;

Acquisition of Hexas.

On May 22, 2025, the Company, entered into an agreement with an investor to close on the first $ 20 million in direct Bioleum CP Series A equity investment.

On May 22, 2025, Bioleum issued 2.0 million Series 2 Convertible Preferred Shares to the Founder Group in exchange for the assignment of additional developed technologies.

As part of the exchange, the Founder Group received equity in Bioleum and the Company determined that the fair value of the Bioleum shares assigned to the Founder Group was $ 5,280,000 (see Note 15 ).

On December 2, 2025, the Company purchased Acquired IP from the sellers of RenFuel IP (see Note 5 ).

Part of the consideration provided to the sellers was 520,833 shares of Bioleum common stock and warrants to purchase 104,167 shares of common stock of Bioleum at an exercise price of $ 24 per share (see Note 15 ).

On December 4, 2025, the Company purchased Hexas (see Note 3 ).

The seller and third -party SAFE holders (“Hexas parties”) of Hexas received 146,637 shares of Bioleum common stock, respectively.

As these transactions did not result in a loss of control, they were accounted for as equity transactions.

The Company recognized a non-controlling interest representing the investor’s proportionate share of Bioleum’s net assets inclusive of the proceeds.

The remaining represents the difference between the proceeds received and the carrying value of the interest transferred, was recorded as an increase to additional paid-in capital as follows:

Non-Controlling Interest

Additional Paid-In Capital

Series A investment $20 million

Founder Group

Acquisition of RenFuel IP

Warrants issued to RenFuel

Acquisition of Hexas

$ 3,411,463 $ 22,418,412

The Company attributes Bioleum earnings and losses to non-controlling interests using the hypothetical-liquidation book value (“HLBV”) method, which is a balance sheet-oriented approach.

Under the HLBV method, Bioleum income and losses are attributed to each unit based on changes to the amounts that each unit would hypothetically receive at each period end under the liquidation provisions of the Bioleum Amended and Restated Certificate of Incorporation filed on May 22, 2025, assuming the net assets of Bioleum were liquidated at their carrying values determined in accordance with GAAP.

The proportion of earnings and losses attributed to non-controlling interests under HLBV is subject to change as Bioleum net assets change.

As of December 31, 2025 , the liquidation preference of the Company’s Series 1 Convertible Preferred Shares exceeded Bioleum’s net assets, resulting in substantially all of Bioleum's losses being attributed to the Company.

Preferred Rights and Privileges of Bioleum Securities

Bioleum Series 1 Convertible Preferred Shares

The Company owns 1,000,000 shares of Bioleum Series 1 Convertible Preferred shares with an original purchase price and liquidation preference of $ 65 million (see Note 2 ).

Pursuant to the Bioleum Transaction Documents, Series 1 Preferred shareholders are only convertible into common stock of Bioleum at a conversion rate equal to the original purchase price/liquidation preference divided by $2.00 per share ( 32.5 million shares of common stock) if restricted quantities and even then, only if certain prerequisites and preconditions are met, including but not limited to a qualified IPO.

In the event of a sale or a liquidation of Bioleum, the Series 1 Preferred Stock entitles the Company to $ 65 million in liquidation preference prior to the distribution of any proceeds to any other class or series of capital stock of Bioleum.

In the event of a sale of Bioleum, the Series 1 Preferred Stock entitles the Company to consideration equal to the greater of the $ 65 million or the consideration that would be received if all shares of Series 1 Preferred Stock were converted into common shares of Bioleum at the time of such sale.

In the event of a qualified IPO, the Company can only convert up to 9.9 % of outstanding Bioleum common shares at any given time.

Series 1 Preferred shareholders are entitled to dividends, as and when declared, with respect to any class of capital stock of Bioleum, on an as-converted basis, if declared with respect to common shares by the Bioleum Board of Directors.

Series 1 Preferred Stock holders are entitled to the following:

• Designate up to three members of the board of directors of Bioleum, in addition to up to three designees of the Series A Preferred Stock, with a majority tie breaking right designated to the Series A, and one designee of the Series 2 Preferred Stock (this structure was designed to cede and ensure control of the Board by the Series A);

• Non-voting on matters submitted to common shareholders for approval;

• Material corporate transactions and structural changes require the unanimous consent of Series A and Series 2 Preferred Stock designees.

This restrictive covenant covers amendments to organizational documents, equity issuances, significant debt obligations, and material changes to business operations or asset dispositions, ensuring shared control over major strategic decisions;

• Restricted on conversion of Series 1 Preferred Stock into shares of common stock not representing more than 9.9 % of the fully diluted capital stock of Bioleum, unless the holders of Series 1 Preferred Stock undertake to distribute all common shares to the shareholders of the holder of such Series 1 Preferred Stock within 60 days of full conversion (that is, distribute the common shares such that they are outside of and no longer in the control of the Comstock Entities);

Bioleum Series 2 Convertible Preferred Shares

The Founders Group were issued 2,000,000 shares of Bioleum Series 2 Convertible Preferred Shares (see Notes 2 and 22 ).

Pursuant to the Bioleum Transaction Documents, in the event of a sale of Bioleum Corporation or Qualified IPO, the Series 2 Preferred Stock is convertible into 20 % of the fully diluted common stock of the Corporation at the time of the event and is otherwise restricted until if or when a Qualified IPO or sale of Bioleum Corporation occurs.

Series 2 Preferred shareholders are entitled to dividends, as and when declared, with respect to any class of capital stock of Bioleum, on an as-converted basis, if declared with respect to common shares by the Board of Directors.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all liquidation amounts required to be paid to the holders of Series 1 Convertible Preferred shares, the remaining assets of the Corporation available for distribution to Bioleum's Series 2 Convertible Preferred shareholders equal to or greater of the following:

• One times the applicable Original Issue Price, plus any dividends declared but unpaid thereon;

• Such amount per share as would have been payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event

Series 2 Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are as of the record date for determining stockholders entitled to vote on such matter.

Bioleum CP Series A

Each share of Series A Preferred Stock and Series A- 1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into such whole number of fully paid and non-assessable shares of Common Stock, as is determined by dividing the applicable Original Issue Price by the applicable Conversion Price in effect at the time of conversion.

The conversion price applicable to the Series A Preferred Stock as of the Original Issue Date shall be equal to $ 24.00 per share of Series A Preferred Stock.

Such initial Conversion Price for a series of Series A Preferred Stock, and the rate at which shares of Series A Preferred Stock Preferred Stock may be converted into shares of Bioleum common stock.

Holders of CP Series A shares are entitled to dividends, as and when declared, with respect to any class of capital stock of Bioleum, on an as-converted basis, if declared with respect to common shares by the Board of Directors.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all liquidation amounts required to be paid to the holders of Series 1 Convertible Preferred shares and Series 2 Convertible Preferred shareholders, the remaining assets of the Corporation available for distribution to Bioleum's CP Series A shareholders.

CP Series A shareholders shall be entitled to cast the number of votes equal to the number of whole shares of Bioleum common stock into which the shares of Preferred Stock held by such holder are as of the record date for determining stockholders entitled to vote on such matter.

Bioleum common stock

Bioleum common stock holders are entitled to one vote for each share of common stock held on the record date and no conversion option.

Dividend and liquidation rights of Bioleum common stock holders are subject to and qualified by the powers, preferences and special rights of the holders of Series 1 Convertible Preferred shares, Series 2 Convertible Preferred shares and CP Series A shares.

Pursuant to the Bioleum Transaction Documents, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to Bioleum's common stockholders.

Comstock Metals

On March 1, 2023, Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with the Metals President.

As part of this agreement, the Metals President was to receive 20 % of the equity in Comstock Metals, vesting evenly, over a five -year period which commenced on March 1, 2023 through March 1, 2028.

On March 1, 2024, the first tranche vested reducing the Company’s ownership in Comstock Metals to 96 % with a non-controlling interest of 4 %.

On December 30, 2024, Comstock Metals and the Metals President entered into a Rescission Agreement to rescind the Employment Agreement and cancel the Metals President vesting of equity in Comstock Metals.

The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid-in capital of $ 91,156 during the year ended December 31, 2024.

For the years ended December 31, 2024 and 2023 , the Company recognized share-based compensation expense of $ 28,767 and $ 143,833 , respectively, associated with the rescinded agreement with Dr.

As of December 31, 2024 and 2023 , the Company owns 100 % of Comstock Metals.

Treasury Stock

At December 31, 2024 and 2023 , our treasury stock includes 0 shares and 260,532 shares, respectively, of our common stock with carrying value of $ 0 and $ 3,360,867 , respectively.

On January 5, 2024, the Company elected to reacquire 260,532 shares of the Company’s common stock from its wholly owned subsidiary, LINICO Corporation, for cancellation upon receipt.

During the years ended December 31, 2024 and 2023 , no warrants to purchase common stock were issued, exercised, or expired.

For the years ended December 31, 2025 and 2024 , the Company recognized share-based compensation expense of $ 0 and $ 28,767 , respectively, associated with the rescinded agreement with the Metals President.

The fair value of the warrants were estimated with assistance from third -party valuation specialists and valued using a Black-Sholes call option model with a risk-free rate range from 3.57 % to 3.78 % and a volatility range of 101 % to 103 %.

The fair value of the initial 933,334 warrants were valued at $ 1.6 million and the 140,000 overallotment warrants were valued at $ 313,600 .

On August 8, 2025, the Company, Georges Trust and Alvin Fund extended the maturity of the GHF and Alvin Fund warrants to December 31, 2027 and the incremental fair value resulting from the amendment to the Alvin Fund warrants was $ 203,800 and was recognized as part of the loss on debt extinguishment (see Note 11 ).

During 2024, the warrants were modified in connection with amendments to related debt agreements (see Note 11 ).

Outstanding warrants for the year ended December 31, 2024 are as follows:

Number of Warrants

During the years ended December 31, 2025 and 2024 , no warrants were exercised or expired (see Note 22 ).

Outstanding warrants for the year ended December 31, 2025 and 2024 are as follows:

Number of Warrants as of December 31, 2025

Number of Warrants as of December 31, 2024

Exercise Price

5 unchanged sentences

100,000 100,000 $ 4.56 December 31, 2027

Underwriter Purchase Warrants

1,073,334 — $ 2.58 August 12, 2030

Total outstanding warrants

1,293,334 220,000

On December 2, 2025, pursuant to the Asset Transfer Agreement, Bioleum issued to the sellers of RenFuel warrants to purchase an additional 104,167 shares of Bioleum common stock with a fair value of $ 21,000 (see Notes 5 and 15 ).

NOTE 15 FAIR VALUE MEASUREMENTS

The following table presents our assets measured at fair value on a recurring basis at December 31, 2024 :

The following table presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2025 :

Fair Value Measurements at

December 31, 2025

Haywood derivative

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Georges Trust derivative

$ 1,201,114 $ — $ 1,201,114 $ —

Total assets measured at fair value

Alvin Fund derivative

759,682 — 759,682 —

The following table presents our liabilities measured at fair value on a recurring basis at December 31, 2023 :

Fair Value Measurements at

December 31, 2023

2023 Kips Bay convertible debenture derivative

Total assets measured at fair value

$ 1,960,796 $ — $ 1,960,796 $ —

LINICO related derivative

Marathon SAFE Note

$ 12,000,000 $ — $ — $ 12,000,000

Haywood Property derivative

Total liabilities measured at fair value

$ 12,000,000 $ — $ — $ 12,000,000

GenMat derivative

The following table presents our assets measured at fair value on a recurring basis at December 31, 2024 :

Fair Value Measurements at

December 31, 2024

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Haywood derivative

$ 1,529,850 $ — $ 1,529,850 $ —

Total liabilities measured at fair value

Total assets measured at fair value

$ 1,529,850 $ — $ 1,529,850 $ —

2 unchanged sentences

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options.

Many of these derivatives were fully settled or extinguished in 2025.

The following tables presents changes in our derivative assets and liabilities that include level 3 inputs for the years ended December 31, 2025 and 2024 , measured at fair value:

5 unchanged sentences

As of December 31, 2025

2023 Kips Bay convertible debenture derivative

$ ( 1,360,000 ) $ ( 836,000 ) $ 735,125 $ 1,460,875 $ — $ — $ —

2025 Kips Bay convertible debt derivative

$ — $ ( 1,920,000 ) $ 1,196,318 $ 723,682 $ — $ — $ —

Leviston July 2024 convertible debt derivative

Make-whole Commitments

Flux Photon derivative

— 186,813 — ( 186,813 ) — — —

Leviston December 2024 convertible debt derivative

Georges Trust derivative

— 101,114 — 885,000 215,000 — 1,201,114

GenMat derivative

Alvin Fund derivative

— ( 66,318 ) — 826,000 — — 759,682

Haywood Property derivative

LINICO acquisition-related payable derivative

— ( 400,170 ) — 400,170 — — —

LINICO related derivative

AST derivative

— ( 916,204 ) — 916,204 — — —

Haywood Property derivative

1,529,850 360,426 — ( 2,120,276 ) 230,000 — —

Total assets (liabilities) measured at fair value

8 unchanged sentences

$ ( 1,360,000 ) $ ( 836,000 ) $ 735,125 $ 1,460,875 $ — $ — $ —

2024 Kips Bay convertible debt derivative

— ( 1,558,000 ) 1,806,113 ( 248,113 ) — — —

Leviston July 2024 convertible debt derivative

— ( 1,210,000 ) 1,080,000 130,000 — — —

Leviston December 2024 convertible debt derivative

— ( 690,000 ) 775,028 ( 85,028 ) — — —

Make-whole Commitments

GenMat derivative

4 unchanged sentences

( 2,383,162 ) — — ( 860,691 ) — 3,243,853 —

Ionic convertible debenture derivative

( 420,000 ) 1,519,587 ( 1,099,587 ) — —

Total liabilities measured at fair value

Total assets (liabilities) measured at fair value

$ ( 5,400,128 ) $ ( 4,194,000 ) $ 4,396,266 $ 1,284,614 $ 2,894,214 $ 2,548,884 $ 1,529,850

At December 31, 2024 , the fair value of the Haywood Property derivative was based on a trading price of the Company’s shares of $ 8.00 .

At December 31, 2023, the fair value of the LINICO, the Haywood Property, and GenMat derivatives were based on a trading price of the Company’s shares of $ 5.50 .

At December 31, 2025 , the fair value of the derivative assets (George's Trust and Alvin) were based on a trading price of the Company’s shares of $ 3.76 .

At December 31, 2024, Haywood Property derivative asset was based on a trading price of the Company’s shares of $ 8.00 .

2025 Kips Bay Select LP Conversion Option

On December 27, 2023, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the 2023 Kips Bay Note.

On January 10, 2025, the Company recorded a derivative liability on the consolidated balance sheets in connection with the Kips Bay Note.

On that date, the $ 1,700,000 fair value of the derivative liability was determined based on the bifurcation of the derivative liability from the convertible note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the 7 -day minimum VWAP, discount rate of 35 %, risk free rate of 4.24 %, and volatility of 103.0 %.

On March 11, 2025, the Company bifurcated the conversion feature for the second $ 5.0 million tranche and recorded a derivative liability with a corresponding additional to debt discount of $ 220,000 reflected in our consolidated balance sheet.

The derivative for the second tranche was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the 7 -day minimum VWAP, discount rate of 35 % risk free rate of 3.98 %, and volatility of 126.0 %.

During the year ended December 31, 2025 , the Company recorded a gain of $723,682 for the change in the fair value of the derivative.

During the year ended December 31, 2025 , $ 1,196,318 of the derivative liability decreased in connection with the conversion of the related debt into shares of common stock.

At December 31, 2025 , the Kips Bay Note was fully converted.

The derivative liability was classified within Level 3 of the valuation hierarchy.

In 2025, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

Discount Rate

Risk Free Rate

Conversion price equal to 88% of the 7 day minimum VWAP

103.0 % to 134.0 %

3.93 % to 4.24 %

Flux Photon Derivative Instrument

On May 21, 2025, in connection with the restructured acquisition of Bioleum and the execution and delivery of the Bioleum Transaction Documents (see Note 2 ), the Company and Flux Photon entered into the FPC Asset Purchase Agreement Amendment.

Under the FPC Asset Purchase Agreement Amendment, the Company committed to a final settlement of $ 10.0 million of the existing Earn Out obligation.

To satisfy this commitment, the Company issued 1,700,000 shares of common stock with an initial fair value of $ 4,913,000 based on a $ 2.89 closing price.

The Company recorded a derivative liability of $ 5,087,000 to represent the remaining obligation.

The arrangement includes a "true-up" provision whereby the Company will pay any shortfall or receive any excess proceeds if the eventual sale of these shares by Flux Photon differs from the $ 10.0 million settlement amount.

Through December 31, 2025 , Flux Photon sold all 1,700,000 shares of the Company's stock for net proceeds of $ 4,726,187 with a remaining amount owed to Flux Photon pursuant to the FPC Asset Purchase Agreement of $ 5,273,813 which was recognized as Flux Photon payable in our consolidated balance sheet.

During the year ended December 31, 2025 , the Company recorded a loss of $ 186,813 for the change in the fair value of the derivative.

The derivative liability was classified within Level 2 of the valuation hierarchy.

Georges Trust Derivative Instrument

On August 13, 2025, pursuant to the GHF 2021 Note Amendment (see Note 11 ), the Company issued 1,500,000 shares of its common stock to Georges Trust with a fair value of $ 4,755,000 determined by the closing price per share of our common stock of $ 3.17 .

If and to the extent that the sale of the shares results in net proceeds greater than $ 4,653,886 , the Georges Trust is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the shares results in net proceeds less than $ 4,653,886 , then the Company is required to pay Georges Trust equal to such shortfall.

Pursuant to the amendment, a true up provision was recognized as a derivative asset in the amount of $ 101,114 .

During the year ended December 31, 2025 , the Company paid Georges Trust $ 215,000 which resulted in a decrease in contractual stock consideration.

During the year ended December 31, 2025 , the Company recorded a gain of $ 885,000 for the change in the fair value of the derivative.

The derivative asset is classified within Level 2 of the valuation hierarchy.

Alvin Fund Derivative Instruments

On August 12, 2025, pursuant to the Alvin Fund 2022 and the Alvin Fund 2023 Note Amendments (see Note 11 ), the Company issued 1,400,000 shares of its common stock to Alvin Fund with a fair value of $ 4,438,000 determined by the closing price per share of our common stock of $ 3.17 .

If and to the extent that the sale of the shares results in net proceeds greater than $ 4,504,318 , the Alvin Fund is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the shares results in net proceeds less than $ 4,504,318 , then the Company is required to pay Alvin Fund equal to such shortfall.

Pursuant to the amendment, a true up provision was recognized as a derivative liability in the amount of $ 66,318 .

During the year ended December 31, 2025 , the Company recorded a gain of $ 826,000 for the change in the fair value of the derivative.

The derivative asset is classified within Level 2 of the valuation hierarchy (see Note 22 ).

LINICO Derivative Instrument

On December 30, 2021, the Company entered into an agreement to acquire 3,129,081 LINICO common shares from its Former LINICO CEO for $ 7,258,162 .

Through 2024, the total consideration for this agreement amounted to $ 4,014,309 , comprising the net proceeds of $ 1,064,309 and cash payments made by the Company since 2021, totaling $ 2,950,000 .

In March 2025, the Company issued to the Former LINICO CEO 775,000 shares of its common stock with a fair value $ 1,860,000 and recorded a derivative liability of $ 340,000 .

The issuance was in conjunction with a settlement designed to fully satisfy the existing obligation of $ 3,243,853 and resulted in a gain of $ 845,000 reflected in gain on extinguishment of liability on our consolidated statement of operations.

During the year ended December 31, 2025 , the Company made additional cash payments of $ 148,853 and issue common shares of the Company valued at $ 2,200,000 to settle all amounts payable for the acquisition of LINICO to the Former LINICO CEO in full (see Note 9 ).

The Company agreed to make up any shortfall if the proceeds from the sale of the shares are less than $ 2.2 million, and the Former LINICO CEO agreed to refund any excess proceeds.

During the year ended December 31, 2025 , the Company recorded a gain of $ 400,170 for the change in the fair value of the derivative.

At December 31, 2025 , the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.

The derivative liability was classified within Level 2 of the valuation hierarchy.

AST Derivative Instrument

On March 20, 2025, the Company recognized a derivative asset on the consolidated balance sheets in connection with the Second License Agreement Amendments (see Note 10 ).

On that date, the $ 480,540 fair value of the derivative asset was determined based on the excess of the fair value of 1,207,166 shares of our common stock issued to and held by AST over the $ 3.5 million contractual stock consideration required under the agreement.

The value of the shares was based on the $ 2.52 closing price per share of our common stock on that date.

The Company further agreed to register the Company's common stock for resale by AST under the Securities Act of 1933, as amended, which became effective on April 7, 2025.

During the year ended December 31, 2025 , the Company recorded a gain $916,204 for the change in the fair value of the derivative.

The derivative asset was classified in Level 2 of the valuation hierarchy.

At December 31, 2025 , the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.

Haywood Derivative Instrument

Pursuant to the Third Amendment (see Note 10 ), the Company issued an additional 200,000 shares of our common stock to Haywood with a fair value of $ 700,000 at the closing price of $ 3.50 .

Through 2024, the Company issued 300,000 shares of our common stock to Haywood with a fair value of $ 2,754,850 and also made cash payments of $ 420,000 .

During the year ended December 31, 2025 , the Company paid Haywood $ 230,000 which resulted in a decrease in contractual stock consideration.

As of December 31, 2025 , Haywood sold all 500,000 shares of the Company's stock for net proceeds of $ 1,699,359 .

During the years ended December 31, 2025 and 2024 , the Company recorded a loss of $ 2,120,276 and gain of $ 1,575,000 , respectively, for the change in the fair value of the derivative.

At December 31, 2025 , the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.

The derivative liability was classified within Level 2 of the valuation hierarchy.

2023 Kips Bay Select LP Conversion Option

On December 27, 2023, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the 2023 Kips Bay Note (see Note 11 ).

On that date, the $ 1,360,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option from the 2023 Kips Bay Note.

At December 31, 2023, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 1.00 , discount rate of 35 %, risk free rate of 4.54 %, and volatility of 96.0 %.

On January 27, 2024, the Company recognized an additional $ 836,000 associated with the additional borrowings under the 2023 Kips Bay Note (see Note 10 ).

On January 27, 2024, the Company recognized an additional $ 836,000 associated with the additional borrowings under the 2023 Kips Bay Note.

During 2024, $ 735,125 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock.

10 unchanged sentences

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day minimum VWAP, discount rate of 35 %, risk free rate of 3.75 %, and volatility of 78.0 %.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $1.5M under the 2024 Kips Bay Note.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $ 1.5 million under the 2024 Kips Bay Note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.14 %, and volatility of 77.0 %.

31 unchanged sentences

GenMat Derivative Instrument

On June 24, 2021, the Company recognized a derivative asset on the consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement (see Note 2 ).

On that date, the $ 530,000 fair value of the derivative asset was determined based on the excess of the fair value of 300,000 shares of our common stock issued to and held by GenMat over the $ 10,000,000 contractual stock consideration required under the agreement.

The value of the shares was based on the $ 35.10 closing price per share of our common stock on that date.

At December 31, 2023, the fair value of Comstock’s shares held by GenMat of 251,345 shares was based on the closing price per share of our common stock of $ 5.50 with a fair value of the derivative liability of $ 781,966 .

On May 17, 2024, the Company fulfilled our initial funding requirements of $ 15.0 million which satisfied the make-whole provision and removed the requirement to account for the commitment as a derivative.

On May 17, 2024, the fair value of the Company's shares of common stock still held by GenMat of $ 694,969 was transferred to Advances to GenMat.

On May 17, 2024, the fair value of the Company's shares of common stock still held by GenMat of $ 694,969 was transferred to Advances to GenMat (see Note 4 ).

The derivative liability was classified in Level 2 of the valuation hierarchy.

Haywood Derivative Instrument

On April 7, 2022, the Company recognized a derivative asset on the consolidated balance sheets in connection with the lease from Haywood (see Note 8 ).

On that date, the $ 245,000 fair value of the derivative asset was determined based on the excess of the fair value of 150,000 shares of our common stock issued to and held by Haywood and a deposit of $ 50,000 over the initial $ 2,100,000 contractual stock consideration required under the agreement.

The agreement was amended in 2024 (see Note 8 ) increasing the commitment by $ 100,000 from $ 2.1 million to $ 2.2 million.

During the years ended December 31, 2024 and 2023 , the Company paid Haywood $ 420,000 and $ 200,000 , respectively, which resulted in a decrease in contractual stock consideration.

On April 11, 2024, the Company issued an additional 150,000 shares of our common stock to Haywood in accordance with the amendment which has a fair value of $ 509,850 at the closing price of $ 3.40 (see Note 8 ).

At December 31, 2024 , the fair value of the 300,000 shares was based on the closing price per share of our common stock of $ 8.00 and the fair value of the derivative asset was $ 1,529,850 .

At December 31, 2023, the fair value of the 150,000 shares was based on the closing price per share of our common stock of $ 5.50 and the fair value of the derivative liability was $ 875,000 .

The derivative liability is classified within Level 2 of the valuation hierarchy.

LINICO Derivative Instrument

On December 30, 2021, the Company entered into an agreement to acquire 3,129,081 LINICO common shares from its former chief executive officer and director in exchange for 350,000 shares of the Company's common stock.

If and to the extent that the sale of the shares results in net proceeds greater than $ 7,258,162 , then former chief executive officer was required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the shares results in net proceeds less than $ 7,258,162 , then the Company was required to pay the former chief executive officer equal to such shortfall.

In 2024, the former chief executive officer sold all 350,000 of the Company's shares for net proceeds of $ 1,064,309 .

Through 2024, the total consideration for this agreement amounts to $ 4,014,309 , comprising the net proceeds of $ 1,064,309 and cash payments made by the Company since 2021, totaling $ 2,950,000 .

After selling all of his shares of the Company’s common stock in 2024, the remaining amount owed to the LINICO executive was $ 3,243,853 which was transferred to accrued expenses (see Note 7 ).

The derivative liability was classified within Level 2 of the valuation hierarchy.

Ionic Ventures, LLC Conversion Option

On December 16, 2022, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the Ionic Note.

On that date, the $ 420,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option from the convertible note.

At December 31, 2022, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 0.50 , discount rate of 35 %, risk-free rate of 4.40 %, and volatility of 60.0 %.

At December 31, 2023, the underlying note was fully converted eliminating the conversion option derivative.

In 2023, the range of variables used to calculate the fair value of the derivative liabilities associated with the conversion of the Ionic Note using a Monte Carlo valuation model are as follows.

Marathon SAFE Note Instrument

On February 28, 2025, Bioleum, the Company's subsidiary, entered into a series of definitive agreements with Virent, which have been assigned to Bioleum and involve the purchase of Bioleum equity as part of Bioleum's planned Series A Financing (see Notes 6 and 13 ).

As of February 28, 2025, the Company recognized the Marathon SAFE Note liability of $ 12.0 million on the condensed consolidated balance sheets in connection with the agreement with Virent and elected to account the Marathon SAFE Note liability under the fair value option.

The Marathon SAFE Note liability was estimated with assistance from third -party valuation specialists and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35 % and a discounting period range of 0.25 to 0.84 years.

At December 31, 2025 , the fair value of the Marathon SAFE Note liability was estimated at $ 12.0 million and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35 % and a discounting period range of 0.25 to 0.75 years.

During the year ended December 31, 2025 , the change in the fair value associated with the Marathon SAFE Note was $nil.

The Marathon SAFE Note liability was classified as a Level 3 of the valuation hierarchy.

In 2025, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.

Present Value of Marathon SAFE Note

Discount Rate

Risk Free Rate

Conversion price equal to 90% of the average price capped at $ 0.50

35 % 85.0 % to 99 % 4.17 % to 5.44 %

American Battery Technology Investment

In connection with the sale of the Facility (See Note 9 ) , the Company received 11 million shares of restricted common stock from the purchaser of the Facility, ABTC, with an initial fair value of $ 9,365,000 .

The fair value of our investment in ABTC restricted common shares acquired in connection with the sale of the Facility was valued using a Monte Carlo valuation model as follows.

Risk Free Rate

April 6, 2023

10 million ABTC shares (make-whole provision $ 6.6 million to $ 7.6 million)

$ 7,000,000 $ 0.78 94.0 % 4.80 %

April 21, 2023

Change in fair value on the 10 million ABTC shares for a change in make-whole commitment

$ 2,000,000 $ 0.86 95.0 % 5.00 %

1 million ABTC shares

$ 365,000 $ 0.74 95.0 % 5.07 %

$ 11.1 million to $ 12.0 million

0.25 years to 1.0 years

Founders Shares

The Founder Group received equity in Bioleum, the Company's subsidiary, (see Notes 2, 8 and 14 ) and the fair value of the Founders Shares were estimated with the assistance from third -party valuation specialists and valued using a historical cost approach and an option pricing analysis of the Founders Shares with the discount factor based on published venture capital rate of returns of 50 %, an option term of 5 years, a risk-free rate of 4.11 %, a marketability discount of 40 % and peer volatility of 108 %.

The Founders Shares were classified within Level 3 of the valuation hierarchy.

The initial fair value determination of the Founder Shares at the date of issuance is a non-recurring fair value measurement (see Note 22 ).

RenFuel IP Asset Acquisition

The sellers of RenFuel received equity in Bioleum pursuant to the Asset Transfer Agreement (see Notes 5 and 14 ) and the fair value of the Bioleum common shares issued for the purchase price as well as the warrants of 104,167 shares of Bioleum common stock were estimated with assistance from third -party valuation specialists and valued using a historical cost approach and an option pricing analysis of the sellers of RenFuel shares with the discount factor based on published venture capital rate of returns of 55 %, an option term of 4.5 years, a risk-free rate of 3.65 %, a marketability discount of 39 % and peer volatility of 93 %.

The fair value of the warrants and Bioleum common shares were classified within Level 3 of the valuation hierarchy.

The initial fair value determination of the Bioleum Corporation shares at the date of issuance is a non-recurring fair value measurement.

Hexas Business Acquisition

The Hexas parties received equity in Bioleum pursuant to the Stock Purchase Agreement to acquire 100 % of the issued and outstanding equity and voting shares of Hexas (see Notes 3 and 14 ).

The former owner of Hexas received 146,637 shares of Bioleum common stock with a fair value of $ 140,875 , a $ 2.5 million unsecured convertible debenture with a fair value of $ 78,000 and deferred compensation of the remaining $ 400,000 of additional cash payments with a fair value of $ 199,695 with the discount factor based on published venture capital rate of returns of 35 % over the next four years.

The fair value of the Bioleum common shares was estimated with the assistance from third -party valuation specialists for the valuation of Hexas and valued using a historical cost approach with the discount factor based on published venture capital rate of returns of 55 % and an obsolescence factor range of 20 % to 95 % (see Note 3 ).

The fair value of the deferred compensation and debenture were based on observable inputs and the fair value of the Bioleum shares were classified within Level 3 of the valuation hierarchy.

The initial fair value determination of the Bioleum Corporation shares at the date of issuance is a non-recurring fair value measurement.

Other Financial Instruments

At December 31, 2024 , the carrying amount of cash and cash equivalents, notes receivable, advances, deposits, and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

At December 31, 2025 , the carrying amount of cash and cash equivalents, notes receivable, advances, deposits, Flux Photon payable, and reclamation bond approximates fair value because of the short-term maturity of these financial instruments.

NOTE 16 STOCK-BASED COMPENSATION

2022 EQUITY INCENTIVE PLAN

In 2022, the Company adopted the Comstock Inc.

2022 Equity Incentive Plan (the “2022 Plan”).

The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 600,000 .

The 2022 Plan provides for the grant of various types of awards, including but not limited to, restricted stock (including performance and cash awards), incentive and non-qualified stock options, stock appreciation rights and other equity-based awards.

As of December 31, 2024 , the Company has not granted any options or shares under the 2022 Plan.

2020 EQUITY INCENTIVE PLAN

In 2020, the Company adopted the Comstock Mining Inc.

2020 Equity Incentive Plan (the “2020 Plan”).

The maximum number of shares of our common stock that may be delivered pursuant to awards granted under the 2020 Plan is 180,000 .

The 2020 Plan provides for the grant of various types of awards, including but not limited to, restricted stock (including performance awards), restricted stock units, stock options, and other types of stock-based compensation.

During the years ended December 31, 2024 and 2023 , the Company recognized $ 0 and $ 143,100 , respectively, for the vesting of stock awards issued in 2020.

During the year ended December 31, 2023, 4,500 shares, which were issued in 2021 under the 2020 Plan, were forfeited totaling $ 11,925 in compensation recaptured.

No remaining compensation on these awards were recognized after December 31, 2023.

During the year ended December 31, 2024 , no options were outstanding.

Starting in 2021, we granted share awards to employees.

The vesting of 50 % of the employee share awards was contingent on the achievement of performance goals over the next three years, and vesting of the remaining 50 % is contingent on the achievement of our common stock market price goals over the next five years, defined on a per share value basis.

During 2023, we granted 3,000 shares to an additional employee and 3,000 shares were forfeited.

During 2024, no shares were granted or forfeited.

Vesting is dependent on the employee remaining with the Company from the grant date through the vesting date.

The performance shares that vest based on the achievement of performance goals were valued using the Company's common stock price on the grant date, and stock-based compensation was determined based on the probability of achieving each goal.

On January 4, 2024, the Company's Compensation Committee of the Board of Directors determined that the share units granted under the 2020 Plan shall be canceled, forfeited and terminated without issuance of any shares of the Company because performance goals were not achieved.

For the year ended December 31, 2023, the Company recognized net stock based compensation recapture associated with these awards of $ 289,310 and recognized the amount in selling, general and administrative expenses in the consolidated statements of operations.

During the year ended December 31, 2023, 3,000 shares awards were forfeited and $ 52,583 in compensation recaptured.

During the year ended December 31, 2024 , no awards were granted, forfeited, or expired, and $ 12,912 was recognized as stock based compensation.

At December 31, 2024, there are no awards outstanding and no unvested compensation.

COMSTOCK METALS EMPLOYEE AGREEMENT

On March 1, 2023, Comstock Metals LLC, a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr.

Fortunato Villamagna, to serve as President of Comstock Metals LLC.

As part of this agreement, Dr.

Villamagna was to receive 20 % of the equity in Comstock Metals LLC, vesting evenly, over a five -year period commencing on March 1, 2023 through March 1, 2028.

Management determined that the estimated fair value of the equity award was $ 863,000 and our valuation method incorporated the present value of projected cash flows to calculate the discounted cash flows compared to the guideline for public companies with a marketability discount rate of 40 %, risk free rate of 3.77 %, and volatility of 110.0 %.

The determination of the fair value of the equity award was based on Level 3 inputs in the fair value hierarchy.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals.

The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $ 91,156 during the year ended December 31, 2024.

For the years ended December 31, 2024 and 2023 , the Company recognized share-based compensation expense of $ 28,767 and $ 143,833 , respectively, associated with the rescinded agreement with Dr.

As of December 31, 2024 and 2023 , the Company owns 100 % of Comstock Metals.

In 2022, the Company adopted the Comstock Inc.

2022 Equity Incentive Plan (the “2022 Plan”).

While the 2020 Plan and 2022 Plan exist and have 180,000 shares and 600,000 shares, respectively, available for issuance, no awards are currently outstanding and no expense was recognized during the periods presented.

COMSTOCK METALS PROFIT INTEREST AWARD AGREEMENT

On December 22, 2025, Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President.

Pursuant to the agreement, all units vest on achieving a service condition of five years and a performance condition for the sale and/or liquidation of Comstock Metals.

The Metals President is eligible to receive up to 20 % of net proceeds above $ 6.2 million associated with the sale and/or liquidation associated with the change in control of Comstock Metals.

Management determined that the estimated fair value of the equity award was $ 570,000 and our valuation method incorporated the present value of projected cash flows to calculate the discounted cash flows compared to the guidance for public companies with a marketability discount rate of 40.0 %, risk free rate of 3.68 %, and volatility of 102.0 %.

As of December 31, 2025 , the total unrecognized compensation cost related to these performance-based stock awards was $ 570,000 .

Because the Company determined that the achievement of the performance condition—specifically the sale or liquidation of Comstock Metals—was not probable as of the reporting date, no stock-based compensation expense has been recognized for the year ended December 31, 2025 .

NOTE 17 OTHER INCOME AND EXPENSES

4 unchanged sentences

$ ( 30,562 ) $ ( 1,764,643 )

Change in fair value GenMat advances

Expiration and recognition of SSOF deposits

Amendment fee income associated with Facility sale

Pelen option expiration

Settlement of Haywood receivable

Settlement of AST receivable

( 175,844 ) —

Settlement of LINICO receivable

Expiration of LINICO deposits

( 375,000 ) —

Change in fair value GenMat advances

Expiration of SSOF deposits

32,589 42,309

Total other income (expense)

1 unchanged sentence

NOTE 18 INCOME TAXES

The results of the Company’s operations are included in a federal income tax return.

The Company provides deferred income taxes on the net differences between the carrying amounts of assets and liabilities for financial and income tax reporting.

No benefit (provision) has been recognized for the years ended December 31, 2025 and 2024 .

The difference between the provision for income taxes reported in the consolidated financial statements and the provision for income taxes based on federal statutory rates results principally from ( 1 ) valuation allowance adjustments, ( 2 ) goodwill impairment and ( 3 ) certain other permanent differences.

The Company's pretax net loss for the years ended December 31, 2025 and 2024 of $ 43,076,443 and $ 53,321,454 , respectively, was all from operations in the United States.

Reconciliation of the statutory federal income tax rates consist of the following:

3 unchanged sentences

$ ( 9,046,053 ) 21.00 % $ ( 11,214,608 ) 21.00 %

State income tax benefit (net of Federal benefit)

State and local income taxes, net of Federal income tax effect (a)

Change in valuation allowance

7,199,803 ( 16.71 )% 7,597,039 ( 14.23 )%

Nontaxable or nondeductible items

249,492 ( 0.58 )% 14,568 ( 0.03 )%

The Company’s total deferred income taxes at December 31, 2024 and 2023 consisted of the following:

Prior period adjustments

1,596,758 ( 3.71 )% 3,407,893 ( 6.38 )%

— — % 195,108 ( 0.36 )%

$ — — % $ — — %

(a) State taxes in Oklahoma, California and New York make up the majority (greater than 50%) of the tax effect in this category (offset by valuation allowance changes).

The Company’s total deferred income taxes at

December 31, 2025 and 2024 consisted of the following:

December 31, 2025

2 unchanged sentences

$ 1,374,083 $ 1,293,493

Mineral rights and properties, plant, and equipment

Mining exploration, development, claims, and permit costs

29 unchanged sentences

At December 31, 2025 and 2024 , the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on this evidence and have valuation allowances of $ 64.3 million and $ 57.0 million, respectively, against the net deferred tax assets.

At December 31, 2024 , the Company has total net operating and capital loss carryforwards of approximately $ 271.6 million.

Of this total, the Company has approximately $ 165.8 million in net operating loss carryforwards for federal income tax purposes which, if not utilized, will begin to expire in 2025 and could be subject to certain limitations under section 382 of the Internal Revenue Code of 1986, as amended, approximately $ 94.3 million for federal income tax purposes with no expiration, but which are subject to 80% limitation upon utilization, and approximately $ 7.3 million in net operating loss carryforwards for state income tax purposes.

Additionally, the Company has $ 4.2 million of capital loss carryforwards for federal income tax purposes which, if not utilized, will begin to expire in 2029.

At December 31, 2025, the Company has total net operating loss carryforwards (“NOLs”) and capital loss carryforwards (“CLCs”) of approximately $ 343.9 million.

Of this total, the Company has approximately $ 159.1 million in NOLs for federal income tax purposes which, if not utilized, will begin to expire in 2026, approximately $ 172.5 million for federal income tax purposes with no expiration, but which are subject to 80% limitation upon utilization, and approximately $ 8.1 million in NOLs for state income tax purposes.

The Company also has $ 4.2 million of CLCs for federal income tax purposes which, if not utilized, will begin to expire in 2030.

Additionally, certain NOLs and CLCs could be subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended.

Year NOL expiring

5 unchanged sentences

$ 343,934,707

At December 31, 2024 , and 2023 , the Company did not have any unrecognized tax benefits.

At December 31, 2025 , and 2024 , the Company did not have any recognized tax benefits.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

3 unchanged sentences

Tax returns for years prior to 2022 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year.

Through December 31, 2024, the Company filed a consolidated federal income tax return for Comstock Inc.

and its subsidiaries.

Beginning in 2025, the Company will file two consolidated federal income tax returns:

one for Comstock Inc.

and its subsidiaries, and one for Bioleum Corporation and its subsidiaries.

The separate filing requirement for Bioleum arises because Comstock Inc.

owns below the 80% ownership threshold required under federal tax law for inclusion in a consolidated group.

NOTE 19 NET INCOME (LOSS) PER COMMON SHARE

5 unchanged sentences

December 31, 2024

Net income (loss) attributed to Comstock Inc.

Net loss attributed to Comstock Inc.

$ ( 43,076,443 ) $ ( 53,321,454 )

7 unchanged sentences

$ ( 1.17 ) $ ( 3.21 )

For the year ended December 31, 2023, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 260,532 which is the number of treasury shares through our ownership in LINICO.

For the year ended December 31, 2024 , all potentially dilutive shares, including stock purchase warrants, were anti-dilutive due to the net loss incurred in that period.

For the year ended December 31, 2023, the calculation of incremental shares for diluted weighted average shares outstanding did not include the following items due to their anti-dilutive impact:

58,000 performance award shares, 58,000 market condition award shares, and 170,000 warrant shares.

For the years ended December 31, 2025 and 2024 , all common stock equivalent shares, including warrants to purchase common stock, are antidilutive.

NOTE 20 SEGMENT REPORTING

1 unchanged sentence

Fuels, Metals, Mining, Strategic Investments and Corporate.

The Company’s goal is to accelerate the commercialization of decarbonizing technologies.

Once a technology achieves a certain technology readiness or a justifiable critical mass or market distinction, we strategically plan its commercialization and dedicate resources toward that end.

Until then, it is managed with corporate resources.

Summarized financial information relating to our reportable segments is provided below.

Our CODM is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer.

Our CODM assesses the Company's performance and allocation of capital resources based on our segments of Fuels, Metals, Mining, Strategic Investments and Corporate.

Certain amounts have been reclassified to conform to the current period presentation on a comparable basis.

For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer.

For our Fuels Segment, our CODM is the chief executive officer of Bioleum.

For the Metals segment, our CODM is the Metals President.

For the Mining segment, our CODM is its President and our chief financial officer.

The Company plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment.

4 unchanged sentences

Mining revenue is from leasing mineral claims and other real estate.

The Company’s total revenue at December 31, 2024 , consisted of the following:

The Company’s total revenue for the year ending December 31, 2025 , consisted of the following:

Mining and Real Estate

6 unchanged sentences

$ 1,400,696 $ 136,000 $ — $ 17,100 $ — $ 1,553,796

The Company’s total revenue at December 31, 2023, consisted of the following:

The Company’s total revenue for the year ending December 31, 2024, consisted of the following:

Mining and Real Estate

$ — $ 2,595,725 $ — $ 19,200 $ — $ 2,614,925

55,245 — — — — 55,245

Decommissioning Services

282,117 — — — — 282,117

63,876 — — — — 63,876

Total Revenue

$ 401,238 $ 2,595,725 $ — $ 19,200 $ — $ 3,016,163

As of December 31, 2024 , and 2023 , the Company has one customer, Mackay Precious Metals Inc., that accounted for over 10% of our revenues and accounts receivable balance.

At December 31, 2025 , one customer, RWE, accounted for over 10% of our revenues and two customers, Illuminate and Alpaugh North LLC, accounted for over 10% of our accounts receivable balance.

At December 31, 2024, the Company has one customer, Mackay Precious Metals Inc., that accounted for over 10% of our revenues and accounts receivable balance.

At December 31, 2025 , Comstock Metals billed $ 3.5 million of which $ 1.4 million was for decommissioning services, recycling fees and off-take revenue and $1.8 million of which represents fees for recycling services that have not yet been completed and are recognized as deferred revenue.

As of December 31, 2025 , total deferred revenue for these services were $ 2.1 million.

Twelve-Months Ended

December 31, 2025

Strategic Investments

Corporate / Other

Total of Segments before Bioleum Corp.

$ 1,400,696 $ 136,000 $ — $ 17,100 $ 1,553,796 $ — $ 1,553,796

29 unchanged sentences

$ 367,044 $ 1,000 $ — $ — $ 368,044 $ 1,969,508 $ 2,337,552

Total Assets as of December 31, 2024

$ 8,815,730 $ 7,215,335 $ 25,848,712 $ 47,944,285 $ 1,485,819 $ 91,309,881

Twelve-Months Ended

December 31, 2024

Strategic Investments

Corporate / Other

Total of Segments before Bioleum Corp.

$ 401,238 $ 2,595,725 $ — $ 19,200 $ 3,016,163 $ — $ 3,016,163

9 unchanged sentences

$ 1,035,534 $ 180,714 $ 424,957 $ ( 368,737 ) $ 1,272,468 $ 970,086 $ 2,242,554

(Gain) loss on sale of Facility

Impairment of intangible assets

$ 8,655,176 $ — $ 7,560 $ 5,133 $ 8,667,869 $ — $ 8,667,869

Impairment of properties, plant and equipment

$ — $ — $ — $ 324,047 $ 324,047 $ — $ 324,047

(Gain) on sale of mineral rights

$ — $ ( 804,489 ) $ — $ — $ ( 804,489 ) $ — $ ( 804,489 )

(Loss) income from operations

12 unchanged sentences

$ 934,724 $ — $ — $ — $ 934,724 $ — $ 934,724

Total Assets as of December 31, 2023

As of December 31, 2025

Strategic Investments

Corporate / Other

Total of Segments before Bioleum Corp.

Current Assets:

Cash and cash equivalents

$ 183,458 $ 149,060 $ — $ 9,425,807 $ 9,758,325 $ 7,193,320 $ 16,951,645

Accounts receivable

$ 287,874 $ ( 152 ) $ — $ — $ 287,722 $ 1,000,000 $ 1,287,722

Derivative assets

$ — $ — $ — $ 1,960,796 $ 1,960,796 $ — $ 1,960,796

Other current assets

$ 96,180 $ 1,975 $ — $ 166,977 $ 265,132 $ 192,684 $ 457,816

Total current assets

$ 567,512 $ 150,883 $ — $ 11,553,580 $ 12,271,975 $ 8,386,004 $ 20,657,979

Non-current Assets:

$ — $ — $ 38,426,065 $ — $ 38,426,065 $ 1,079,371 $ 39,505,436

Properties, plant and equipment, net

$ 2,387,121 $ 7,160,772 $ 6,328,338 $ 355,841 $ 16,232,072 $ 13,654,137 $ 29,886,209

Intangible assets, net

$ — $ — $ — $ — $ — $ 24,943,388 $ 24,943,388

$ — $ — $ — $ — $ — $ 1,507,154 $ 1,507,154

$ 13,563,776 $ 16,109,357 $ 730,596 $ 9,400,000 $ 39,803,729 $ 13,300,742 $ 53,104,471

Total non-current assets

$ 15,950,897 $ 23,270,129 $ 45,484,999 $ 9,755,841 $ 94,461,866 $ 54,484,792 $ 148,946,658

$ 16,518,409 $ 23,421,012 $ 45,484,999 $ 21,309,421 $ 106,733,841 $ 62,870,796 $ 169,604,637

As of December 31, 2024

Strategic Investments

Corporate / Other

Total of Segments before Bioleum Corp.

Current Assets:

Cash and cash equivalents

$ 4,040 $ 26,547 $ 136 $ 918,842 $ 949,565 $ 4,706 $ 954,271

Accounts receivable

$ 157,280 $ 512,391 $ — $ 1,750,000 $ 2,419,671 $ — $ 2,419,671

Derivative assets

$ — $ 1,529,850 $ — $ — $ 1,529,850 $ — $ 1,529,850

Other current assets

$ 29,003 $ 5,641 $ 7,058,933 $ 484,344 $ 7,577,921 $ 76,332 $ 7,654,253

Total current assets

$ 190,323 $ 2,074,429 $ 7,059,069 $ 3,153,186 $ 12,477,007 $ 81,038 $ 12,558,045

Non-current Assets:

$ — $ — $ 37,776,065 $ — $ 37,776,065 $ 1,109,933 $ 38,885,998

Properties, plant and equipment, net

$ 2,294,039 $ 5,532,409 $ — $ 463,908 $ 8,290,356 $ 314,738 $ 8,605,094

Intangible assets, net

$ — $ — $ — $ 9,833 $ 9,833 $ 5,849,319 $ 5,859,152

$ 4,731,117 $ 17,645,939 $ 375,000 $ 41,859 $ 22,793,915 $ 2,607,677 $ 25,401,592

Total non-current assets

$ 7,025,156 $ 23,178,348 $ 38,151,065 $ 515,600 $ 68,870,169 $ 9,881,667 $ 78,751,836

$ 7,215,479 $ 25,252,777 $ 45,210,134 $ 3,668,786 $ 81,347,176 $ 9,962,705 $ 91,309,881

NOTE 21 RELATED PARTY TRANSACTIONS

2 unchanged sentences

At December 31, 2025 , the Company’s total investment in SSOF has a carrying value of $ 20,225,000 , representing 11,236,111 shares of common stock, or 16.99 % of the total SSOF outstanding shares of common stock on a fully diluted, if converted basis.

SSOF is a qualified opportunity zone fund, which owns 100 % of SSE, a qualified opportunity zone business.

SSOF is a qualified opportunity zone fund, which owns 100 % of Sierra Springs Enterprises Inc.

(“SSE”), a qualified opportunity zone business.

As of December 31, 2025 , the Company has provided SSOF with a total of $ 9,400,000 in advances (see Notes 4 and 5 ).

SSE and its subsidiaries own or control 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 Company's executive chairman and chief executive officer co-founded SSOF and Sierra Springs Enterprises Inc.

(“SSE”), and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE.

Our CEO and two of our directors have invested $ 525,000 into SSOF consistent of 8,671,000 voting shares of SSOF which represents 13.77 % of total as converted SSOF shares of common stock.

The Company's chief executive officer has not received compensation from either SSOF or SSE.

On December 29, 2023, the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock (See Note 2 ).

TRANSACTIONS INVOLVING FLUX PHOTON CORPORATION (“FPC”)

On September 7, 2021, the Company entered into the FPC Asset Purchase Agreement with FPC to acquire the FPC Assets.

The purchase price payable for the FPC Assets was $ 18,000,000 payable in cash to FPC at a rate equal to 20 % of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of $ 18,000,000 has been fully paid.

The Company assigned the FPC Assets to the Company immediately after closing.

The Company's executive chairman and chief executive officer co-founded SSOF and SSE, and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE.

Our chief executive officer and two of our directors have separately invested $ 525,000 into SSOF consisting of 6,624,333 voting shares of SSOF which represents 10.02 % of the total as converted SSOF shares of common stock.

The Company's chief executive officer has not received compensation from SSOF or SSE.

TRANSACTIONS INVOLVING FLUX PHOTON

On September 7, 2021, the Company entered into the FPC Asset Purchase Agreement with Flux Photon to acquire the Flux Photon Assets.

The purchase price payable for the Flux Photon Assets was $ 18,000,000 payable in cash to Flux Photon at a rate equal to 20 % of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of $ 18,000,000 has been fully paid.

The Company assigned the Flux Photon Assets to the Company immediately after closing.

On December 10, 2021, the FPC Asset Purchase Agreement was amended to provide for the payment by the Company of a $ 350,000 down payment against the purchase price, with a remaining performance-based cash payment of $ 17,650,000 required under the FPC Asset Purchase Agreement.

The Company’s chief technology officer and the president of Comstock Fuels are indirect beneficiaries of all payments made to FPC under the FPC Asset Purchase Agreement.

The Company additionally agreed to appoint the Company's chief technology officer to the Company’s Board of Directors in connection with the Company’s acquisition of Comstock Innovations Corporation on September 7, 2021.

Pursuant to the 2021 FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”).

The 2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to FPC to $ 16,850,000 .

The Company's former chief technology officer, former director of the Company and as of December 31, 2025, the chief executive officer of Bioleum, is also the owner of 100% of the outstanding common stock of Flux Photon and as such was the indirect beneficiary of all payments made to Flux Photon pursuant to the FPC Asset Purchase Agreement.

On December 28, 2023, the Company entered into an amendment (the “2023 FPC Asset Purchase Agreement Amendment”) with Flux Photon to amend that certain Asset Purchase Agreement, dated on September 7, 2021, and amended on December 10, 2021 ( as amended, the “FPC Asset Purchase Agreement”).

Pursuant to the 2021 FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “Flux Photon Assets”).

The original purchase price included a payable for the Flux Photon Assets of $ 17,650,000 , payable only from 20 % of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid.

The 2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to Flux Photon to $ 16,850,000 .

On December 28, 2023, the Company paid $ 200,000 on this payable which was accounted for as an acquisition of intellectual property.

The remaining balance of $ 16,650,000 will be paid to FPC from future cash flows.

During 2024, the Company paid an additional $ 275,000 to FPC reducing the remaining payable from future cash flows to $ 16,375,000 .

PURCHASE OF METAL RECYCLING FURNACE

On December 15, 2023, the Company and Dr.

Fortunato Villamagna, president of Comstock Metals LLC, signed an agreement in which Dr.

Villamagna agreed to contribute a metal recycling furnace to the Company.

The Company agreed to make payments for the metal recycling furnace totaling $ 375,000 from an amount not exceeding 20 % of excess cash flow generated by Comstock Metals LLC, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals LLC and the repayment of intercompany loans.

At December 31, 2024 and 2023 , the metal recycling furnace is included in Properties, plant and equipment, net and the corresponding liability is included in other liabilities (long- term) on the consolidated balance sheet.

For the year ended December 31, 2024 , the Company recognized depreciation expense on the metal recycling furnace of $ 18,750 .

On March 1, 2023, the Company entered into a separate employment agreement with Dr.

Villamagna which provides that he receive 20 % of the interest of Comstock Metals LLC vesting evenly over a five -year period.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals (see Note 15 ).

The Company is currently assessing an agreement with an affiliate company of Kevin Kreisler, the Company’s director and chief technology officer, pursuant to which the Company would agree to acquire the majority of the issued and outstanding equity of a publicly traded entity in connection with the Company’s ongoing evaluation of various alternatives to monetize certain non-strategic assets.

Pursuant to the agreement, Mr.

Kreisler agreed to contribute his beneficial ownership interest in the entity to the Company for no additional consideration, and the Company agreed to reimburse certain transaction expenses of approximately $ 142,000 incurred by Mr.

As of the years ended December 31, 2024 and 2023 , the Company had paid $ 41,860 and $ 0 , respectively to Mr.

As of the year ended December 31, 2024 , no agreement has been determined between the Company and the affiliated company of Mr.

For the years ended December 31, 2024 and 2023 , the Company recognized expense of $ 14,000 and $ 42,000 , respectively, that was paid to Mr.

Kreisler for rental of office space.

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building at 600 Lake Avenue, Silver Springs, Nevada which the Company entered into the Building Lease on August 15, 2023 and a Real Estate and Building Lease on July 1, 2024 ( see Note 8 ).

The remaining balance of $ 16,650,000 will be paid to Flux Photon from future cash flows.

During 2024, the Company paid an additional $ 275,000 to Flux Photon reducing the remaining payable from future cash flows to $ 16,375,000 .

On May 21, 2025, the Company and Flux Photon amended the 2023 FPC Asset Purchase Agreement Amendment (the “2025 FPC Asset Purchase Agreement Amendment”).

The original 2021 purchase price included a payable for the Flux Photon Assets of $ 18,000,000 , payable only from 20 % of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its subsidiaries until the purchase price was fully paid (the “Earn Out”).

From 2021 through May 21, 2025, the Company advanced $ 1,150,000 in cash and applied an $ 800,000 discount in consideration for those advance payments, resulting in a remaining balance of $ 16,050,000 as of May 21, 2025.

Flux Photon Earn Out (see Note 15 )

Pursuant to the 2025 FPC Asset Purchase Agreement Amendment, the Company issued 2,000,000 shares of common stock of the Company, 1,700,000 of such shares went towards settling $ 10.0 million of the Earn Out, with true up provisions for any proceeds received by Flux Photon that are below or in excess of $ 10.0 million, and the other 300,000 shares of common stock as settlement with certain Flux Photon affiliates (see Note 15 ).

Payable to Flux Photon (see Note 9 )

Pursuant to the 2025 FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional $6,050,000 cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement.

A portion of this remaining obligation to be paid by either the Company, at a rate equal to $ 120,000 per month for 18 months, and $ 60,000 per month thereafter, or Bioleum, at a rate of 2 % of financing raised by itself, until such time as the entire remaining amount is paid in full settlement of the remaining Earn Out by both the Company and Bioleum.

As of December 31, 2025 , the Company has paid $ 1,000,000 directly toward that obligation with the remaining $ 5,050,000 required to satisfy the Flux Photon cash obligation.

Since the payments are not interest bearing, the Company calculated the implied interest of $ 1,581,383 on the future cash payments using an implied interest rate of 9.76 % which was recognized as a discount on the obligation of $ 6,050,000 to be recognized over the payment term.

As of December 31, 2025 , the liability has a balance of $ 3,793,487 , net of imputed interest, consisting of a short-term payable of $ 1,143,412 and long-term payable of $ 2,650,075 in Flux Photon payable on our consolidated balance sheet for future payments due under the 2025 FPC Asset Purchase Agreement Amendment.

For the year ended December 31, 2025 , the Company recognized interest expense of $ 324,869 which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the commitment is non-interest bearing.

As of December 31, 2025

As of December 31, 2024

Flux Photon earn out

$ 5,273,813 $ —

Payable to Flux Photon

Total Flux Photon payable

$ 7,923,888 $ —

BIOLEUM FOUNDERS SHARES

Bioleum issued 2.0 million Series 2 Convertible Preferred Shares to the Founders Group in exchange for the assignment of developed technologies (see Notes 2, 8, 13 and 22 ).

A member of the Founders Group is an immediate family member of the chief executive officer.

Additionally, the Founder’s Group included two former officers of the Company and one former officer and director of the Company.

TRANSACTIONS INVOLVING COMSTOCK METALS

In 2023, the Company acquired a metal recycling furnace from the Metals President for a $ 375,000 payable from a portion of future excess cash flows.

As of December 31, 2025 and 2024 , the furnace is included in property, plant, and equipment, net, and the related obligation is recorded in other long-term liabilities.

The Company recognized depreciation expense of $ 18,750 on the furnace for both the years ended December 31, 2025 and 2024 .

On December 22, 2025, Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President.

Pursuant to the agreement, all units vest on achieving a service condition of five years and a performance condition for the sale and/or liquidation of Comstock Metals (see Note 16 ).

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the buildings at 600 Lake Avenue, Silver Springs, Nevada which the Company entered into a Building Lease on August 15, 2023.

Sierra Clean Processing LLC also owns the building at 700 Lake Avenue, Silver Springs, Nevada which the Company entered into a Real Estate and Building Lease on August 1, 2024 ( see Note 10 ).

Sierra Clean Processing LLC also owns the land at 800 Lake Avenue, Silver Springs, Nevada which the Company entered into a Storage Lease on November 1, 2025 ( see Note 10 ).

The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.

On May 17, 2024, the chief executive officer purchased 125,000 restricted shares of the Company's common stock at a price of $ 4.00 per share, or $ 500,000 in net proceeds.

Separately, the chief executive officer entered into a personal promissory note with Alvin Fund LLC (“Alvin”), who is separately a creditor and shareholder of the Company.

On May 17, 2024, the Company's chief executive officer purchased 125,000 restricted shares of the Company's common stock at a price of $ 4.00 per share, or $ 500,000 in net proceeds.

Separately, the chief executive officer entered into a personal promissory note with Alvin Fund, who is separately a creditor and shareholder of the Company.

The promissory note has a principal of $ 1,100,000 and accrues interest at 6 % per annum for one year and 8 % per annum thereafter and matures three years from the date of issuance.

The obligations under the chief executive officer's personal promissory note are secured by a security interest in SSOF shares owned by the chief executive officer.

The chief executive officer assigned 500,000 shares of SSOF owned by him to Alvin as partial consideration for the extension of credit.

The Company is not a party to the chief executive officer's arrangements with the Alvin.

The chief executive officer assigned 500,000 shares of SSOF owned by him to Alvin Fund as partial consideration for the extension of credit.

The Company is not a party to the chief executive officer's arrangements with Alvin Fund.

NOTE 22 SUBSEQUENT EVENTS

On or before the date that is ten ( 10 ) business days after the Company effects a reverse split (resulting in an effective increase in the number of authorized shares available for future issuances of common stock), the Company will receive an additional funding of $ 5,000,000 , which shall result in a principal amount for such second tranche of $ 5,319,149 (that is, an additional $ 5,000,000 in cash plus an additional $ 319,149 of original issue discount).

The full principal is due on April 10, 2026.

Interest is payable monthly at a rate of 6 % annually.

The Company can redeem the 2025 Kips Bay Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

In accordance with the agreement, in 2025, the Company issued 110,059 shares of its common stock ( 44,024 restricted and 66,035 registered) with a fair value of $ 531,915 .

The amount was recognized as additional discount on the note.

In 2025, pursuant to the 2025 Kips Bay Note, the Company issued 605,021 shares of the Company's common stock to Kips Bay with a fair value of $ 1,559,171 at an average conversion price of $ 2.58 .

On January 14, 2025, the Company executed an agreement with Hexas Biomass Inc.

(“Hexas”), under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with the Company's site development and innovation activities.

Under the terms of the agreement, the Company also agreed to invest in Hexas in the amount of $ 500,000 (“SAFE Investment”), paid in a series of four tranches on January 15, 2025, January 31, 2025, February 28, 2025, and March 31, 2025.

Thus far in 2025, the Company has paid $ 366,666 cash on the SAFE Investment.

On January 22, 2025, the Company, as lessee, signed a Building Lease Agreement (the “CFC Building Lease”) with LNP 4801 Gaillardia Pkwy LLC to lease real property and improvements located in Oklahoma City, Oklahoma.

The CFC Building Lease is under a three -year term commencing on February 1, 2025.

Under the CFC Building Lease, rental expense is $ 5,244 per month with an annual rent increase of 3 %.

On January 30, 2025, the Company executed a master license agreement (“Master License Agreement”) with SACL Pte.

(“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia, New Zealand, Vietnam, Cambodia, and Malaysia (the “Territory”).

Under the terms of the Master License Agreement, the Company granted SACL ( 1 ) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and ( 2 ) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to SCAL’s satisfaction of commercialization milestones relating to development of its current and future projects;

including, without limitation, completion of engineering and financing for SACL’s first Licensed Facility in 2025, followed by commissioning and commencement of production in 2027.

On February 7, 2025, the Company issued 15,550 shares of unregistered restricted shares of common stock with a fair value of $ 63,518 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2023 Note.

On February 12, 2025, the Company executed a master license agreement (“Master License Agreement”) with Gresham’s Eastern (Pvt) Ltd (“Gresham’s”), a Pakistan-based, leading sustainable energy engineering, equipment and construction company that intends to develop renewable energy projects in Pakistan.

Under the terms of the Master License Agreement, the Company granted Gresham’s ( 1 ) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and ( 2 ) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to Gresham’s satisfaction of commercialization milestones relating to development of its current and future projects;

including, without limitation, completion of engineering and financing for Gresham’s first Licensed Facility in 2025, followed by commissioning and commencement of production in 2027.

On February 24, 2025, the Company implemented a one -for- ten ( 1:10 ) reverse split of our common stock.

Prior to the reverse stock split the Company had 237,675,779 shares of common stock issued and outstanding, and after the reverse stock split, the Company had approximately 23,767,823 shares of common stock issued and outstanding.

All share and per-share amounts included in this Annual Report are presented as if the stock split has been effective from the beginning of the earliest period presented.

On February 28, 2025, the Company agreed to make cash payments of $ 148,853 and issue common shares of the Company valued at $ 2,200,000 to settle all amounts payable to Mr.

Vogel in full.

If and to the extent that the sale of the shares of the Company's common stock results in net proceeds greater than $ 2,200,000 , then Mr.

Vogel is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the Company's common stock results in net proceeds less than $ 2,200,000 , then the Company is required to pay cash to Mr.

Vogel equal to such shortfall.

In March 2025, the Company plans to issue to Mr.

Vogel 775,000 shares of its common stock.

The Company further agreed to register the Company's common stock for resale by Mr.

Vogel under the Securities Act of 1933, as amended.

The settlement is designed to fully satisfy the existing obligation of over $ 3.2 million and result in a gain of approximately $ 0.8 million.

AGREEMENTS WITH MARATHON PETROLEUM CORPORATION

Investment Agreements

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”), on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”).

The Payment-In-Kind Assets were transferred to Comstock Fuels as of February 28, 2025.

The cash portion of the Investment will be made within five business days of the execution by Comstock Fuels of third -party investment agreements for at least $ 25,000,000 in Series A Financing proceeds.

The Investment Agreements included (i) a simple agreement for future equity governing the portion of the Investment issued in exchange for the Payment-In-Kind Assets;

(ii) an asset transfer agreement to assign the Payment-In-Kind Assets;

(iii) a license agreement covering applicable intellectual properties (“License Agreement”);

and (iv) a letter agreement to provide post-closing conditions (“Letter Agreement”).

Ancillary agreements delivered in connection with the Investment Agreements included a board observer agreement executed as of the Effective Date by and between Comstock Fuels and MPC Investment LLC (“MPC”), a subsidiary of Marathon, under which Comstock Fuels granted MPC board observation rights in connection with the Investment (“Board Observer Agreement”).

Separately, Comstock executed a commercial lease agreement for Marathon’s former renewable fuels facility located in Madison, Wisconsin (“Madison Facility”), executed by and between Comstock Fuels and McAllen Properties, Inc., with an effective date of March 1, 2025 ( “Lease Agreement”).

Monthly rent payments under the Lease Agreement are about $ 44,000 .

License Agreement

Comstock Fuels will use the Madison Facility to increase Comstock Fuels’ current pilot production capabilities in Wausau, Wisconsin, with Comstock Fuels’ patented, patent pending, and proprietary lignocellulosic biomass refining technologies (“Comstock IP”).

The License Agreement provides for the grant by Virent, Inc.

(“Virent”) to Comstock Fuels of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Virent Equipment (“Included Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars (“Reserved License Field”).

The License Agreement provides for Virent and Comstock Fuels to coordinate in good faith to obtain an additional license for the Reserved License Field for research and development purposes.

Comstock also granted Marathon a reciprocal royalty-free, non-exclusive, sublicensable worldwide license to any improvements or additional intellectual property related to the Included Virent IP, excluding improvements to Comstock IP.

The parties additionally agreed to negotiate in good faith for a commercial license in the event that a commercial opportunity is identified for the Included Virent IP, and Virent granted Comstock Fuels a right of first refusal in the event that Virent transfers some or all of the Included Virent IP to a third party, subject to applicable pre-existing rights held by third parties.

Letter Agreement

The Letter Agreement requires the cash portion of the Investment to be made within five business days of the execution by Comstock Fuels of third -party investment agreements for at least $ 25,000,000 in Series A equity financing.

The Letter Agreement additionally requires Comstock Fuels to grant Virent a lien on the Virent Equipment if Comstock Fuels does not complete $ 25,000,000 in the Series A equity financing within nine months of the Effective Date.

The Letter Agreement additionally reiterated certain elements of the February 6, 2025, term sheet by and between Comstock, including agreement of the parties to execute on or about May 31, 2025, ( i) a definitive offtake agreement under which Marathon or its affiliates will purchase advanced biomass-based intermediates and fuels from Comstock Fuels’ planned commercial demonstration facility;

and (ii) a joint development agreement under which Marathon or its affiliates will provide support services to Comstock Fuels in exchange for a warrant which creates the option for Marathon to purchase additional equity in Comstock Fuels.

From January 2, 2026 through January 23, 2026, the Company has issued 872,838 shares of common stock under the 2025 Titan ATM Agreement for net proceeds of $ 3,486,928 at an average share price of $ 3.99 .

From January 2, 2026 through February 25, 2026, the Company provided SSOF advances of $ 5,750,000 .

The advances are unsecured and non-interest bearing.

On January 5, 2026, the Company issued a total of 463,721 shares of common stock of the Company to our non-employee directors for annual director services for the period from January 1, 2022 and forward through March 31, 2026, pursuant to the shareholder approved Comstock Inc.

2020 and 2022 Equity Incentive Plans, for services rendered.

All of our non-employee directors elected to take all of their previously earned and accrued compensation for all of these previous years services in common shares and also agreed to increase the ownership guidelines for owning and holding the Company’s common shares.

The stock-based compensation for these professional services will be paid quarterly going forward.

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 ), 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.

On January 26, 2026, the Company was notified that the Alvin Fund had sold the previously issued 1,400,000 shares of the Company’s common stock in connection with extinguishing a promissory note payable in 2025 (see Note 11 ).

The net proceeds from the sale of those shares exceeded the amounts required to extinguish the principal and interest due on those notes by $ 1,231,667 which was received by the Company on January 26, 2026.

On January 28, 2026, the Company announced a CMPO with Titan Partners.

The Company raised $ 50 million in gross proceeds before underwriting discounts and commissions and other offering expenses.

On January 30, 2026, the Company issued 18,181,819 registered shares of its common stock at a price of $ 2.75 per share for $ 50,000,002 and received net proceeds of $ 46,140,002 pursuant to the equity offering on January 28, 2026.

On January 30, 2026, pursuant to the CMPO, the Company entered into underwriter purchase warrants with various parties and issued 1,272,727 warrants with an issue date of January 30, 2026, initial exercise date of July 27, 2026 and expiration date of January 28, 2031 with an exercise price of $ 3.16 .

On March 3, 2026, Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $ 2.75 per share for additional gross proceeds of $ 7,500,000 (net proceeds of approximately $ 6,900,000 ).

On February 23, 2026, holders of a majority of all the issued and outstanding convertible preferred stock of Bioleum Corporation authorized amended and restated articles of incorporation for Bioleum that (a) modified certain provisions of the articles that holders that made the Series 2 Preferred Stock that provided that the Series 2 Preferred Stock would convert into 20% of the as-converted common shares outstanding at all times prior to a Qualifying IPO or Deemed Liquidation Event (each as defined in such articles of incorporation), effectively eliminating the anti-dilution protection, and (b) removed the restriction prohibiting the conversion of the Company's Series 1 Preferred Stock into more than 9.9% of the as-converted common shares outstanding, effectively restoring all voting rights.

ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data