What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-06 · 37 added, 37 removed, 142 unchanged (34% of the section changed)

13 unchanged sentences

ITEM 9B OTHER INFORMATION

During the quarter ended December 31, 2024 , none of our directors or executive officers adopted, modified or terminated a "Rule 10b5 - 1 trading arrangement" or a "non-Rule 10b5 - 1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

As previously disclosed, on December 29, 2021, the Company acquired 3,129,081 common shares of its strategic investee, LINICO Corporation, from the former chief executive officer and director of LINICO, Michael Vogel and, at that time, the Company became the owner of 90% of the fully-diluted outstanding capital stock of LINICO.

Vogel resigned from LINICO as a member of its board of directors and in all other capacities, effective as of such date.

In connection with the acquisition of the LINICO shares, the Company agreed to deliver $7,258,162 of consideration to Mr.

As of February 28, 2025, $3,218,853 remained outstanding to Mr.

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.

The required information is also included in Exhibit 10.85 to this report.

During the quarter ended December 31, 2025 , no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of “Rule 10b5 - 1 trading arrangement” or any “non-Rule 10b5 - 1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

Directors of the Registrant

Information concerning our directors is set forth in our 2025 Definitive Proxy Statement under the headings “Election of Directors” and “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Information concerning our directors is set forth in our 2026 Definitive Proxy Statement under the heading “Election of Directors” and is incorporated herein by this reference.

Executive Officers of the Registrant

4 unchanged sentences

Information concerning the code of ethics, or code of business conduct, is set forth in our 2026 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

Our Code of Conduct and Ethics can be accessed on our website at www.comstockinc.com and is also available from our corporate secretary upon request.

Our Code of Conduct and Ethics can be accessed on our website at www.comstock.inc and is also available from our corporate secretary upon request.

Information on our website is not incorporated by reference in this Annual Report.

15 unchanged sentences

Committee Charters

The full text of our Audit and Finance Committee charter, Executive Compensation Committee charter, Corporate Governance Committee charter and Executive Committee charter are published on and may be printed from our website at www.comstockinc.com and are also available from our corporate secretary upon request.

The full text of our Audit and Finance Committee charter, Executive Compensation Committee charter, Corporate Governance Committee charter and Executive Committee charter are published on and may be printed from our website at www.comstock.inc and are also available from our corporate secretary upon request.

Information on our website is not incorporated by reference in this Annual Report.

3 unchanged sentences

Security Ownership of Certain Beneficial Owners

Information concerning the ownership of certain beneficial owners is set forth in our 2025 Definitive Proxy Statement under the heading “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Information concerning the ownership of certain beneficial owners is set forth in our 2026 Definitive Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by this reference.

Security Ownership of Management

Information on security ownership of directors and officers is set forth in our 2025 Definitive Proxy Statement under the heading “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Information on security ownership of directors and officers is set forth in our 2026 Definitive Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by this reference.

Equity Compensation Plan Information

1 unchanged sentence

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information on certain relationships and related transactions and director independence is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

Information on certain relationships and related transactions and director independence is set forth in our 2026 Definitive Proxy Statement under the headings “Corporate Governance Principles and Board Matters” and “Certain Relationships and Related Person Transactions” is incorporated herein by this reference.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

7 unchanged sentences

Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 2, 2022 as Exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 22988695) and incorporated herein by reference)

Underwriter’s Purchase Warrant, dated August 14, 2025 (previously filed with the Securities and Exchange Commission on August 14, 2025 as Exhibit 4.1 on the Company’s Form 8-K (file number 001-35200/film number 251218452 and incorporated herein by reference).

Comstock Inc.

7 unchanged sentences

2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission on March 21, 2014 as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 001-35200/film number 14707727) and incorporated by reference herein)

Securities Exchange Agreement, dated September 7, 2021 between Comstock Mining Inc., Plain Sight Innovations Corporation, Triple Point Asset Management LLC and Global Catalytic Disruptor Fund LLC (previously filed with Securities and Exchange Commission on September 9, 2021 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21143134), and incorporated herein by reference)

Asset Purchase Agreement, dated September 7, 2021 between Comstock Mining Inc., and Flux Photon Corporation (previously filed with Securities and Exchange Commission on September 9, 2021 as Exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 21143134), and incorporated herein by reference)

Securities Exchange Agreement, dated July 23, 2021 between Comstock Mining Inc.

and MANA Corporation (previously filed with Securities and Exchange Commission on July 29, 2021 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 211124379), and incorporated herein by reference)

Amended and Restated Asset Purchase Agreement, dated December 10, 2021 between Comstock Mining Inc., and Flux Photon Corporation (previously filed with Securities and Exchange Commission on December 16, 2021 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 211495448 and incorporated herein by reference)

5 unchanged sentences

Third Amended and Restated Membership Interest Purchase Agreement, dated June 30, 2023 (previously filed with Securities and Exchange Commission on July 6, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231071455 and incorporated herein by reference)

Mineral Exploration and Mining Lease Agreement, dated June 30, 2023 (previously filed with Securities and Exchange Commission on July 6, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231071513 and incorporated herein by reference)

8.0% Convertible Promissory Note due March 27, 2025, dated December 27, 2023 (previously filed with Securities and Exchange Commission on December 27, 2023 as Exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 231518383 and incorporated herein by reference)

Asset Purchase Agreement, dated December 28, 2023 (previously filed with Securities and Exchange Commission on December 29, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231528044 and incorporated herein by reference)

Amendment to Convertible Note Term Sheet, dated December 22, 2023 (previously filed with Securities and Exchange Commission on December 27, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231518451 and incorporated herein by reference)

Stock Redemption Agreement, dated December 19, 2023 (previously filed with Securities and Exchange Commission on December 26, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231513556 and incorporated herein by reference)

Amendment to Convertible Note Term Sheet, dated February 12, 2024 (previously filed with Securities and Exchange Commission on February 14, 2024 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 24639438 and incorporated herein by reference)

23 unchanged sentences

LINICO Acquisition and Settlement Agreement Supplement, dated February 28, 2025, between Comstock Inc.

Vogel (previously filed with the Securities and Exchange Commission on March 6, 2025 as exhibit 10.85 on the Company's Form 10-K (file number 001-35200/film number 25715088 and incorporated herein by reference).

Securities Purchase Agreement, dated January 10, 2025 (previously filed with the Securities and Exchange Commission on January 13, 2025 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 25524626 and incorporated herein by reference)

Convertible Note, dated January 10, 2025 (previously filed with the Securities and Exchange Commission on January 13, 2025 as Exhibit 10.2 on the Company’ s Form 8-K (file number 001-35200/film number 25524626 and incorporated herein by reference)

Insider Trading Policy

Master License Agreement, dated February 12, 2025 (previously filed with the Securities and Exchange Commission on February 13, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 25617108 and incorporated herein by reference).

Amendment No.

2 to Exclusive License Agreement, dated February 19, 2025 (previously filed with the Securities and Exchange Commission on February 20, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 25645620 and incorporated herein by reference).

Second License Agreement Amendments, dated March 20, 2025 (previously filed with the Securities and Exchange Commission on March 25, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 25765720 and incorporated herein by reference).

Employment Letter Agreement, dated May 9, 2025 (previously filed with the Securities and Exchange Commission on May 15, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 25954287 and incorporated herein by reference).

Assignment and Assumption of Assets, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

Investor’s Rights Agreement, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.2 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

Voting Agreement, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.3 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

Right of First Refusal Agreement, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.4 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

Management Services Agreement, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.5 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

Amendment to Asset Purchase Agreement, dated May 21, 2025 (previously filed with the Securities and Exchange Commission on May 28, 2025 as Exhibit 10.6 on the Company’s Form 8-K (file number 001-35200/film number 25995872 and incorporated herein by reference).

First Amendment to Membership Interest Purchase Agreement, dated June 6, 2025 (previously filed with the Securities and Exchange Commission on June 9, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 251034584 and incorporated herein by reference).

Third Amendment to Lease with Option to Purchase Agreement, dated June 9, 2025 (previously filed with the Securities and Exchange Commission on June 18, 2025 as Exhibit 10.2 on the Company’s Form S-3 (file number 333-288149/film number 251057415 and incorporated herein by reference).

Note Amendment Agreement, dated August 8, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Note Amendment Agreement, dated August 8, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.2 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Note Amendment Agreement, dated August 8, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.3 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Omnibus Common Stock Purchase Second Warrant Amendment, dated August 8, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.4 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Common Stock Purchase Second Warrant Amendment, dated August 8, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.5 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Payoff Letter Agreement, dated August 12, 2025 (previously filed with the Securities and Exchange Commission on August 12, 2025 as Exhibit 10.6 on the Company’s Form 8-K (file number 001-35200/film number 251207855 and incorporated herein by reference).

Insider Trading Policy (previously filed with Securities and Exchange Commission on March 6, 2025 as Exhibit 19.1 to the Company's Form 10-K (file number 001-35200/film number 25715088 and incorporated herein by reference).

Consent of Assure CPA, LLC

1 unchanged sentence

Powers of Attorney (included on signature page)

Certification of Principal Executive Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

Certification of Principal Executive pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Mine Safety Disclosures

15 unchanged sentences

Chief Executive Officer

(Principal Executive and

Principal Financial Officer)

(Principal Executive Officer)

March 24, 2026

4 unchanged sentences

CORRADO DE GASPERIS

Executive Chairman, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer

Executive Chairman, Chief Executive Officer, Principal Executive Officer

March 24, 2026

CORRADO DE GASPERIS

Chief Accounting Officer, Principal Accounting Officer

Chief Financial Officer, Principal Financial Officer

March 24, 2026

KEVIN KREISLER

Chief Accounting Officer, Principal Accounting Officer

March 24, 2026

KEVIN KREISLER

March 24, 2026

4 unchanged sentences

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 9A. Controls and Procedures