Comstock Inc. 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Comstock Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Comstock Inc. (“the Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 We have served as the Company’s auditor since 2020. Spokane, Washington PCAOB ID: 444 March 24, 2026 51 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF December 31, 2025 and 2024 December 31, 2025 December 31, 2024 ASSETS Current Assets: Cash and cash equivalents $ 16,951,645 $ 954,271 Accounts receivable 1,287,722 2,419,671 Derivative assets (Note 15) 1,960,796 1,529,850 Assets held for sale - land and mineral rights and properties (Note 6) — 7,058,933 Prepaid expenses and other current assets 457,816 595,320 Total current assets 20,657,979 12,558,045 Non-current Assets: Investments (Note 4) 39,505,436 38,885,998 Mineral rights and properties (Note 6) 11,980,716 11,250,121 Properties, plant and equipment, net (Note 6) 29,886,209 8,605,094 Deposits - equipment 8,002,643 411,268 Reclamation bond deposit (Note 7) 3,996,174 3,259,514 Notes receivable and advances (Note 5) 10,313,754 2,430,291 Intangible assets, net (Note 8) 24,943,388 5,859,152 Goodwill (Note 3) 1,507,154 — Finance lease - right of use asset, net (Note 10) 836,921 3,088,188 Operating lease - right of use asset, net (Note 10) 17,704,775 4,650,862 Other assets 269,488 311,348 Total noncurrent assets 148,946,658 78,751,836 TOTAL ASSETS $ 169,604,637 $ 91,309,881 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 52 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) AS OF December 31, 2025 and 2024 December 31, 2025 December 31, 2024 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 2,269,912 $ 2,853,263 Accrued expenses and other liabilities (Note 9) 4,848,299 4,473,739 Deferred revenue (Note 20) 2,166,517 151,939 Finance lease - right of use lease liability (Note 10) — 490,075 Operating lease - right of use lease liability (Note 10) 540,542 44,758 Deferred liabilities 199,695 — Debt, net (Note 11) — 97,593 Total current liabilities 10,024,965 8,111,367 Long-term Liabilities: Reclamation liability (Note 12) 6,488,215 6,033,418 Operating lease - right of use lease liability (Note 10) 18,172,659 4,826,785 Deferred revenue (Note 9) 1,887,500 — Marathon Simple Agreement for Future Equity ("Safe") Note (Note 15) 12,000,000 — Debt, net (Note 11) — 8,390,000 Flux Photon payable (Notes 9 and 21) 7,923,888 — Other liabilities 2,206,420 4,179,226 Total long-term liabilities 48,678,682 23,429,429 TOTAL LIABILITIES 58,703,647 31,540,796 COMMITMENTS AND CONTINGENCIES (Notes 13 and 21) Stockholders' Equity Preferred Stock $ 0.000666 par value, 50,000,000 shares authorized, no shares outstanding — — Common stock $ 0.000666 par value, 245,000,000 shares authorized, 51,853,490 and 23,507,577 shares issued and outstanding at December 31, 2025 and 2024, respectively 177,026 156,590 Additional paid-in capital 486,130,452 395,263,560 Accumulated deficit ( 378,727,508 ) ( 335,651,065 ) Total equity - Comstock Inc. 107,579,970 59,769,085 Non-controlling interest 3,321,020 — Total stockholders' equity 110,900,990 59,769,085 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 169,604,637 $ 91,309,881 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 53 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED December 31, 2025 and 2024 December 31, 2025 December 31, 2024 Revenue $ 1,553,796 $ 3,016,163 Cost of goods sold 2,626,962 451,938 Operating expenses: Selling, general and administrative expenses 20,671,016 12,703,056 Research and development 12,319,904 19,098,183 Depreciation and amortization 3,842,226 2,242,554 Impairment of intangible assets 9,333 8,667,869 Impairment of properties, plant and equipment 433,411 324,047 Gain on sale of mineral rights (Note 6) ( 200,000 ) ( 804,489 ) Total operating expenses 37,075,890 42,231,220 Loss from operations ( 38,149,056 ) ( 39,666,995 ) Other Income (Expense): Loss on investments — ( 711,920 ) Interest expense ( 1,927,800 ) ( 2,971,351 ) Interest income 831,375 302,091 Change in fair value of derivative instruments 1,443,967 1,284,614 Loss on conversion of debt ( 3,088,167 ) ( 9,755,686 ) Loss on debt extinguishment ( 2,767,887 ) ( 817,498 ) Gain on extinguishment of liability 845,000 — Other income (expense) ( 354,318 ) ( 1,066,153 ) Total other income (expense), net ( 5,017,830 ) ( 13,735,903 ) Net loss ( 43,166,886 ) ( 53,402,898 ) Net loss attributable to noncontrolling interest ( 90,443 ) ( 81,444 ) Net loss attributable to Comstock Inc. $ ( 43,076,443 ) $ ( 53,321,454 ) Earnings per Share - Basic and Diluted: Net loss per share - basic and diluted $ ( 1.17 ) $ ( 3.21 ) Weighted average common shares outstanding, basic and diluted 36,707,660 16,613,755 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 54 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED December 31, 2025 and 2024 Additional Treasury Non- Common Stock Paid In Accumulated Stock Controlling Shares Amount Capital Deficit Amount Interest Total BALANCE - December 31, 2023 11,786,208 $ 78,405 $ 363,889,245 $ ( 282,329,611 ) $ ( 3,360,867 ) $ — $ 78,277,172 Issuance of common stock for cash 3,135,579 20,883 7,192,827 — — — 7,213,710 Issuance of common stock for stock issuance costs 25,000 167 84,833 — — — 85,000 Common stock issuance costs — — ( 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 7,365,354 49,053 23,367,719 — — — 23,416,772 Issuance of common stock in lieu of payment of interest 181,632 1,210 526,331 — — — 527,541 Payment to Northern Comstock LLC for mineral rights 292,070 1,945 480,555 — — — 482,500 Employee and director share-based compensation — 120 41,679 — — — 41,799 Retirement of treasury shares ( 260,532 shares) ( 260,532 ) ( 1,735 ) ( 3,359,132 ) — 3,360,867 — — Issuance of common stock for marketing-related costs 99,826 665 362,028 — — — 362,693 Issuance of common stock for Haywood lease amendment 150,000 999 508,851 — — — 509,850 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 ) — Net loss — — — ( 53,321,454 ) — ( 81,444 ) ( 53,402,898 ) BALANCE - December 31, 2024 23,507,577 $ 156,590 $ 395,263,560 $ ( 335,651,065 ) $ — $ — $ 59,769,085 Issuance of common stock for cash 16,547,577 11,020 38,210,494 — — — 38,221,514 Common stock issuance costs — — ( 3,237,633 ) — — — ( 3,237,633 ) Issuance of common stock for debt issuance costs 110,059 733 531,182 — — — 531,915 Issuance of common stock for conversion of debt and accrued interest 4,567,949 3,847 11,846,250 — — — 11,850,097 Issuance of common stock in lieu of payment of interest 127,509 178 401,345 — — — 401,523 Payment to Northern Comstock LLC for mineral rights 132,573 88 482,412 — — — 482,500 Issuance of common stock for GHF note amendment 1,500,000 999 4,754,001 — — — 4,755,000 Issuance of common stock for Alvin note amendment 1,400,000 933 4,437,067 — — — 4,438,000 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 Flux Photon amendment 2,000,000 1,333 5,778,667 — — — 5,780,000 Warrant modification associated with debt amendment — — 203,800 — — — 203,800 Adjustment for fractional shares upon 1:10 reverse stock split 246 — — — — — — 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 Net loss — — — ( 43,076,443 ) — ( 90,443 ) ( 43,166,886 ) BALANCE - December 31, 2025 51,853,490 $ 177,026 $ 486,130,452 $ ( 378,727,508 ) $ — $ 3,321,020 $ 110,900,990 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 55 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED December 31, 2025 and 2024 December 31, 2025 December 31, 2024 CASH FLOW FROM OPERATING ACTIVITIES Net loss $ ( 43,166,886 ) $ ( 53,402,898 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,790,985 2,191,601 Amortization of finance leases 51,241 49,663 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 454,797 415,792 Impairment of intangible assets (Note 8) 9,333 8,667,869 Impairment of properties, plant and equipment (Note 6) 433,411 324,047 Gain on sale of mineral rights (Note 6) ( 200,000 ) ( 804,489 ) Loss on investments (Note 4) — 711,920 Research and development expense paid with common stock (Note 10) 1,487,476 1,208,180 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 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 ) Share of net loss of equity-method investments 30,562 1,764,643 Interest expense paid with common stock 401,523 527,541 (Gain) Loss on expiration of LINICO and SSOF deposits 375,000 ( 400,000 ) Other 134,652 ( 69,508 ) Changes in operating assets and liabilities: Accounts receivable 1,548,831 ( 643,307 ) Prepaid expenses and other current assets ( 56,366 ) 253,732 Deposits - assets ( 394,697 ) — Other assets 732,722 ( 64,606 ) Accounts payable ( 523,352 ) 1,839,259 Accrued expenses and other liabilities ( 42,972 ) ( 976,002 ) Deferred revenue - Metal recycling 1,947,912 ( 1,082,806 ) Deferred income - income grant 1,000,000 — Flux Photon payable ( 1,000,000 ) — Other liabilities 942,676 2,699,999 Net cash used in operating activities ( 24,387,033 ) ( 13,942,674 ) CASH FLOW FROM INVESTING ACTIVITIES: Deposits paid on equipment ( 7,571,679 ) — Purchase of mineral rights and property, plant and equipment ( 2,337,552 ) ( 934,724 ) Proceeds from sale of mineral rights (Note 6) 1,950,000 1,000,000 Cash paid for acquisition of Hexas, net ( 416,471 ) — Investment in Hexas SAFE Note ( 1,135,000 ) — Funding of RenFuel note receivable ( 1,000,000 ) ( 1,450,000 ) Acquisition of intangible asset ( 300,000 ) ( 285,000 ) Advances to SSOF ( 9,400,000 ) — 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 ( 600,000 ) ( 274,710 ) Other ( 70,122 ) ( 134,286 ) Net cash used in investing activities ( 21,975,824 ) ( 6,478,721 ) The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 56 Table of Contents COMSTOCK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED December 31, 2025 and 2024 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the issuance of common stock 38,221,514 7,213,710 Principal payments of debt ( 2,600,000 ) ( 1,363,241 ) Issuances of debt 10,000,000 12,000,000 Debt issuance costs — ( 20,000 ) Issuance of equity in subsidiary - Bioleum Corporation 20,000,000 — Common stock issuance costs ( 3,237,633 ) ( 140,120 ) Principal payments on financing leases ( 23,650 ) ( 100,260 ) Net cash provided by financing activities 62,360,231 17,590,089 Net increase (decrease) in cash and cash equivalents 15,997,374 ( 2,831,306 ) Cash and cash equivalents at beginning of year 954,271 3,785,577 Cash and cash equivalents at end of year $ 16,951,645 $ 954,271 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 471,274 $ 481,743 Cash paid for income taxes $ — $ — NON-CASH INVESTING AND FINANCING ACTIVITIES: Recognition of operating lease liability and right-of-use asset $ 13,260,945 $ 4,567,814 Acquisition of plant and equipment from Marathon SAFE Note 12,000,000 — Issuance of common shares for debt conversion and accrued interest 11,850,097 23,416,772 Issuance of common shares for Alvin and GHF notes payable 9,193,000 — Issuance of common shares for Northern Comstock LLC mineral rights payments 482,500 482,500 Issuance of common stock for Haywood lease amendment 700,000 509,850 Issuance of common stock for AST lease amendment 2,482,200 378,845 Issuance of common stock for LINICO acquisition-related payable 1,860,000 — Intangible asset acquired with common stock issued for Flux Photon amendment 5,780,000 — Intangible asset acquired with derivative liability for Flux Photon amendment 5,087,000 — Intangible asset acquired with issuance of equity in subsidiary 5,280,000 — Intangible asset acquired with Flux Photon payable 4,468,617 — Contractual commitment settled with Accounts Receivable - AST 722,361 — Fair value of common stock held by Haywood transferred to accounts receivable 389,174 — Contractual commitment settled with obligation - Flux Photon 5,270,898 3,243,853 Issuance of common shares with debt for issuance costs — 784,811 Investment acquired with payable — 1,290,614 Issuance of common stock for stock issuance costs — 85,000 Fair value of common stock held by GenMat transferred to GenMat Advances (Note 3) — 694,969 The accompanying notes to the Consolidated Financial Statements are an integral part of these statements . 57 Table of Contents COMSTOCK INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES REFERENCES TO THE COMPANY 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 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 On February 24, 2025, the Company effected a one -for- ten ( 1:10 ) reverse stock split of its issued and outstanding shares of common stock. In connection with the reverse split, all shares of common stock, stock options, per-share and warrant amounts for all periods presented have been adjusted retrospectively to reflect this reverse stock split. This recast ensures comparability across all periods presented and does not impact previously reported net income (loss), total assets, or total liabilities 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. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements herein are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its subsidiaries which include the following. 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”); • MCU Philippines, Inc. (“MCU-P”); and • GenMat Licensing LLC (“AICo”) since November 6, 2024. Comstock Real Estate • Comstock Real Estate, Inc. (“CRE”); • Comstock Industrial LLC (“CI”); and • 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; and • LINICO Corporation Inc. (“LINICO”). 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”); and • Comstock Fuels Oklahoma LLC, since November 4, 2024. All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes. 58 Table of Contents SEGMENT INFORMATION We evaluate each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, we evaluate those components to determine if they must be aggregated into one or more operating segments. 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. We have the following five reporting segments: 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. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate. 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. Bioleum Refineries, starting by demonstrating its refining solutions at demonstration scale, with its first planned commercial demonstration facility in Oklahoma. Comstock Fuels also licenses selected technologies to strategic international and domestic partners, including long term feedstock and offtake agreements. Mining Segment 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 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 Metals, Mining, Strategic Investments and Fuels Segments. Each segment has a distinct cost structure with dedicated management personnel with reporting responsibility to the CODM. The CODM makes decisions about allocating resources based on the discrete financial information for each segment. Discrete financial information is available for each operating segment (See Note 20 ). 59 Table of Contents BUSINESS COMBINATIONS 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. 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 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 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 non-financial assets acquired. 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 A variable interest entity (“VIE”) refers to a legal business structure in which an investor may have an influential or controlling interest despite not having a majority of voting rights, including when the entity invested in is thinly capitalized and its equity is not sufficient to fund its activities without additional subordinated financial support. 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 consolidated in our Consolidated Financial Statements. LIQUIDITY AND CAPITAL RESOURCES The Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of approximately $ 378.7 million at December 31, 2025 . 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. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed. We intend to fund our operations beyond the next twelve months from planned sales of non-strategic assets, sales from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, issuance of subsidiary-level equity, and borrowings and other various equity financing alternatives from our existing shelf and other registration statements. There can be no assurance that the Company would be able to take any such actions on favorable terms, in a timely manner, or at all. USE OF ESTIMATES In preparation of our consolidated financial statements and related disclosures in accordance with GAAP, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and related income, costs, expenses, receipts and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may pertain to: • impairment of equity investments; • discount rates on non-interest bearing notes receivable, debt and lease liabilities; • derivative assets and liabilities; • the useful lives and valuation of properties, plant and equipment and mineral properties; • carrying values of assets held for sale; • realization of net deferred tax assets; • useful lives of intangible assets; • impairment of intangibles, goodwill, notes receivable and advances; • reclamation liabilities; • contingent liabilities; • revenue contract progress toward completion; • stock-based compensation; • fair value of non-cash equity transactions; • estimates for incentive compensation; and • restricted stock. 60 Table of Contents CASH AND CASH EQUIVALENTS Cash and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits with banks may exceed Federal Deposit Insurance Corporation insured limits. RECEIVABLES 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. 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. NOTES RECEIVABLE At issuance, notes receivable are recognized at an amount that reasonably approximates their fair value, which is based on the present value of future cash flows discounted at the prevailing interest rate. Any difference between the face amount and fair value is recognized as a discount or premium and accounted for as an element of interest over the life of the note. 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 is subsequently measured on an amortized cost basis. INVESTMENTS Investments in Debt and Equity Securities Investments in debt securities are classified as trading, available for sale or held to maturity. Investments in debt securities classified as trading or available for sale are reported at fair value. Investments in debt securities classified as held to maturity are reported at amortized costs. Upon sale of a debt security, the realized gain or loss is recognized in current earnings. At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate if a debt investment security classified as held to maturity is impaired and, if so, record an impairment loss. Investments in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. In certain cases, we elect to record the investment under the fair value option. For equity securities without a readily determinable fair value, for which the Company has not elected the fair value option, the Company may elect to use the alternative measurement principle. Under this approach, the investment is initially recognized at cost and subsequently adjusted for impairments and observable price changes in orderly transactions for the same or similar securities of the investee. The Company evaluates these investments at each reporting period for impairment indicators. If qualitative factors indicate that the investment is impaired and the fair value of the security is less than its carrying amount, the Company recognizes an impairment loss in earnings equal to the difference between the carrying amount and fair value. Additionally, if the Company identifies observable price changes in orderly transactions for the same or similar securities of the investee, the carrying amount of the investment is adjusted accordingly, with the resulting gain or loss recognized in current earnings. The Company applies a consistent methodology in evaluating observable transactions and impairment indicators to ensure appropriate recognition and measurement (see Note 4 ). Investments in Joint Ventures and Equity-Method Investments Investments in companies and joint ventures for which the Company has the ability to exercise significant influence, but does not control, are accounted for under the equity method. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in other income (expense) in the consolidated statements of operations. Upon investment, the Company assesses whether a step up in the basis of the investee's net assets has occurred and, if so, adjusts our share of net earnings or losses by related depreciation and amortization expense. The Company recognizes its proportionate share of an equity investee's earnings and losses on a one -quarter lag basis. As changes in ownership percentage of our investments occur, the Company assesses whether we can exercise significant influence and account for the investment under the equity method. If our ownership percentage of the company or venture changes, we recognize a gain or loss on the investment in the period of change. The Company assesses its equity method investments for impairment when events or circumstances suggest that the carrying amount of the investment may be impaired. The Company records an impairment charge in earnings when the decline in value below the carrying amount is determined to be other than temporary. INTANGIBLE ASSET S Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize definite-lived intangible assets on a straight-line basis, generally over periods ranging from one to ten years. Costs incurred to renew or extend the life of our intangible assets are capitalized. We review purchased definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group are not recoverable, impairment is measured and recognized as the amount by which the carrying value exceeds its fair value. 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 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. 61 Table of Contents FAIR VALUE MEASUREMENTS The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives. Level 2 inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3 unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. DERIVATIVE INSTRUMENTS Derivative instruments are recognized as either assets or liabilities on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use. Changes in the fair value of derivative instruments are recognized in current earnings. The Company evaluates and accounts for embedded derivatives in its financial instruments based on three criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recognized as an asset or liability with the change in fair value recognized in current earnings. PROPERTY, PLANT AND EQUIPMENT The Company records properties, plant and equipment at historical cost. The Company provides depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. We capitalize interest costs during the construction or upgrade of qualifying assets. The Company recognizes a gain (loss) on sale of the asset in the consolidated statements of operations based upon the proceeds received on the sale less the net carrying value of the asset. The Company charges expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Building 7 to 20 years Vehicles and equipment 3 to 7 years Processing and laboratory 5 to 15 years Furniture and fixtures 2 to 3 years The Company reviews the carrying amount of our property, plant and equipment for impairment whenever there are indicators of impairment. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. 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 Minimum standards for site reclamation and closure have been established for us by various government agencies and contractual obligations with lessors. Asset retirement obligations are recognized when an obligation is incurred, either through regulatory requirements in the jurisdictions in which we operate or by contractual obligation with one of our lessors, and recognized as liabilities when a reasonable estimate of fair value can be determined. An expected present value technique is used to estimate the fair value of the liability. This includes inflating the estimated costs in today’s dollars using a reasonable inflation rate up to the date of expected retirement, and discounting the inflated costs using a credit-adjusted risk-free rate. Upon initial recognition of the liability, the carrying amount of the related long-lived asset is increased by the same amount. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is amortized over the life of the related asset. Changes resulting from revisions to the timing or amount of the original estimate of undiscounted cash flows are recognized as either an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. Upward revisions of the amount of undiscounted estimated cash flows are discounted using the current credit-adjusted risk-free rate. Downward revisions in the amount of undiscounted estimated cash flows are discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligations. Separately, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. 62 Table of Contents MINERAL RIGHTS AND PROPERTIES The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by the SEC regulation S-K 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. Upon commencement of production, the capitalized expenditures are depleted over proven and probable reserves using the units-of- production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life using the straight-line method. The Company has not established proven or probable reserves for any of its projects. The Company reviews the carrying value of our mineral rights and properties for impairment, including mineral rights upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. Our estimate of precious metal prices, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in all of our properties. Although the Company has made our best, most current estimate of these factors, it is possible that near term changes could adversely affect estimated net cash flows from our properties and mineral claims, and possibly require future asset impairment write-downs. Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, the Company assesses recoverability of carrying value from other means, including net cash flows generated by the sale of the asset. The Company uses the units-of-production method to deplete the mineral rights and mining properties when in operation. REVENUE RECOGNITION Metals Segment Revenue from our Metals segment consists of decommissioning revenue, recycling revenue and off-take revenue. 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. 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 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. The Company recognizes revenue when it transfers control of a product or service to a customer as outlined in the contractual terms. The Company has elected the practical expedient to not recognize a financing component when payment is expected within one year of satisfaction of the performance obligation. Payment terms are typically 45 days or less. Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction. The price for services is separately identifiable within each contract. For sale of offtake products, revenue is recognized when control of the goods has transferred, typically when the goods have been transferred to the customer. A receivable is recognized by the Company when the goods are transferred to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due. 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. Real Estate Rental Revenues We generate real estate rental revenues from tenants via long-term lease contracts in various forms, including lease and sublease agreements. Providing access to the leased land and facilities and performing specified repair and maintenance services over the length of the tenant contract term represent our performance obligations under our tenant contracts. 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. 63 Table of Contents RESEARCH AND DEVELOPMENT Costs associated with the research and development for our renewable energy products are generally recognized as expenses. Research and development expenses are capitalized only for those expenditures on materials, equipment and facilities that are acquired or constructed for research and development activities and have an alternative future use. Once such expenditures are placed in service, these costs are capitalized and depreciated to depreciation expense over the estimated lives of the products. STOCK-BASED COMPENSATION All transactions in which goods or services are received for the issuance of shares of our common stock or options to purchase shares of our common stock are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock is determined based upon the closing price per share of our common stock on the date of issuance and other applicable inputs. The Company recognizes stock-based compensation for common stock grants evenly over the related vesting period. The fair value of market condition performance share awards is determined based on path-dependent valuation techniques and inputs including the closing price per share of our common stock at date of grant, volatility and the risk-free interest rate. The Company recognizes stock-based compensation for market condition performance share awards evenly over the derived service period resulting from the path-dependent valuation. The fair value of performance condition share awards is determined based on the closing price per share of our common stock at date of grant and the probability of achieving the performance condition during the term of the award agreement. The probability of achievement is re-assessed each period end and stock-based compensation is adjusted accordingly. The Company recognizes stock-based compensation for performance condition share awards evenly over the term of the award agreement. The Company recognizes forfeitures of unvested common stock, performance shares and stock option grants as they occur. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the 2025 financial statement presentation. Reclassifications had no effect on net loss, cash flows, or stockholders’ equity, as previously reported. INCOME TAXES 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. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage its underlying businesses. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not ) to be realized. Changes in tax laws and rates could also affect recognized deferred tax assets and liabilities in the future. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company evaluates its tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than- not threshold are not recognized as a tax benefit or expense in the current year. No reserve for uncertain tax positions has been recognized. INCOME (LOSS) PER COMMON STOCK Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. RELATED PARTIES AND TRANSACTIONS The Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common control or significant influence of the Company. 64 Table of Contents LEASES The Company determines if a contract is or contains a lease at its inception and evaluates if a contract gives the right to obtain substantially all of the economic benefits from use of an identified asset and the right to direct the use of the asset, in order to determine if a contract contained a lease. The Company recognized a right-of-use asset and a corresponding lease liability on its consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent obligations by the Company to make lease payments which arise from a lease. Lease right-of-use assets and lease liabilities are recognized at the inception date based on the present value of lease payments over the lease term. As the Company’s lease contracts do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the inception date in order to determine the present value of lease payments. 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 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 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. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted. 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 ): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures. Management 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 ). 65 Table of Contents 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 ); and • 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 $ 418,466 Bioleum common shares issued 140,875 Convertible debenture 78,000 Hexas SAFE Note exchanged 1,135,000 Total Consideration $ 1,772,341 Net assets acquired Cash and cash equivalents 1,995 Properties, plant and equipment, net 26,324 Operating lease - right of use asset 284,134 Intangible assets - (developed technologies - 10 year life) 810,000 Accounts payable ( 273,947 ) Accrued expenses and other liabilities ( 299,185 ) Operating lease - right of use lease liability ( 284,134 ) Net assets acquired $ 265,187 Goodwill $ 1,507,154 Total net assets acquired $ 1,772,341 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. Unaudited Unaudited For the period January 1, 2025 through December 4, 2025 For the year ended December 31, 2024 Revenue $ — $ 666,105 Net loss $ (1,215,208 ) $ (326,034 ) 66 Table of Contents NOTE 4 INVESTMENTS Summary of Investments At December 31, 2025 and 2024 , our investments include: December 31, 2025 December 31, 2024 Equity Method Investments Investment Ownership % Investment Ownership % 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 21,304,371 1,109,933 Measurement Alternative Investments Green Li-ion Pte. Ltd. 18,201,065 13.34 % 18,201,065 13.34 % Sierra Springs Opportunity Fund, Inc. — 19,575,000 17.27 % Total measurement alternative investments 18,201,065 37,776,065 Total Investments $ 39,505,436 $ 38,885,998 As of December 31, 2025 and 2024 , the loss on investments is as follows: December 31, 2025 December 31, 2024 Unrealized loss on 35,662 Green Li-ion preferred shares $ — $ ( 711,920 ) Total loss on investments $ — $ ( 711,920 ) 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 December 31, 2024 Current assets $ 2,854,509 $ 739,053 Non-current assets $ 27,257,867 $ 35,000 Current liabilities $ 6,865,411 $ 985,660 Non-current liabilities $ 781,561 $ — Twelve-Months Ended December 31, 2025 December 31, 2024 Revenues $ 717,525 $ 932,501 Gross Profit $ 366,825 $ 126,082 Net loss $ ( 679,402 ) $ ( 4,655,541 ) Net loss attributable to Comstock Inc. $ ( 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, land and developed technologies. 67 Table of Contents Investment in Research and Development Company On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40 % of Developer's fully diluted issued and outstanding capital stock, for $ 1,500,000 . In 2024, the Company recognized our initial investment in Developer of $ 1,290,614 . Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note 13 ). The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement will be paid on the following schedule: Phase 1 • $ 100,000 on March 1, 2024; • $ 20,000 per month from March 1, 2024 to completion of the first project under the DSA; and • $ 205,000 on completion of the first project under the DSA. After completion of Phase 1 • $ 30,000 per month until fully paid; and • $ 205,000 on completion of the first six projects under the DSA. Since the payments are not interest bearing, the Company calculated the implied interest of $ 214,039 on the future cash payments using an interest rate of 9.76 % which was recognized as a discount on initial investment of $ 1.5 million and will be recognized over the payment term. The Company recognized a corresponding payable for future cash payments to account for the 40 % ownership interest in the Developer. At December 31, 2025 , the future remaining payments, net implied interest, totaled $ 1,254,170 (see Note 9 ). 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. ( “ SSOF ”) 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 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 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 ). 68 Table of Contents 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. (“Mackay”). 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 RenFuel K2B AB note receivable $ - $ 1,450,000 Sierra Springs advances receivable 9,400,000 — Daney Ranch note receivable 913,754 980,291 Total notes receivable and advances $ 10,313,754 $ 2,430,291 69 Table of Contents RenFuel K2B AB ( “ RenFuel ”) On January 2, 2024, the Company funded $ 250,000 to RenFuel for a term loan, bearing interest at 7 % per annum and matured on February 15, 2024. On April 19, 2024 and amended on June 27, 2024, the Company and RenFuel entered into a securities purchase agreement in which the Company agreed to fund RenFuel in twelve tranches of $ 250,000 up to the aggregate principal amount of $ 3,000,000 for a 7 % Senior Secured Convertible Note (“Senior Secured Convertible Note”). 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 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 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, 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; and • 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 % per annum and will so for the remaining term. The note may be prepaid, in full or in part, at any time without penalty. The note is secured by a second priority security interest in the property. 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. 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. 70 Table of Contents NOTE 6 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS PROPERTIES Properties, plant and equipment at December 31, 2025 and 2024 , include the following: December 31, 2025 December 31, 2024 Land $ 8,529,338 $ — Real property leased to third parties 1,037,049 1,037,049 Property, plant and equipment for mineral processing 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 1,588,214 — Other property and equipment 4,429,933 4,460,414 Accumulated depreciation ( 28,945,571 ) ( 27,767,883 ) Total properties, plant and equipment, net $ 29,886,209 $ 8,605,094 The Company recognized depreciation expense of $ 1,177,688 and $ 567,590 for the years ended December 31, 2025 and 2024 , respectively. 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 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 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: December 31, 2025 December 31, 2024 Comstock Mineral Estate $ 10,842,716 $ 10,842,716 Other mineral properties 317,405 317,405 Water rights 820,595 90,000 Total mineral rights and properties $ 11,980,716 $ 11,250,121 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. 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. 71 Table of Contents 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. 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: Cash $ 1,000,000 Mackay receivable - cash consideration 750,000 Mackay receivable - cash or stock consideration 1,000,000 Total consideration $ 2,750,000 Net carrying value - mineral rights 1,321,297 Net carrying value - Pelen investment 624,214 Total net carrying value 1,945,511 Net gain on sale of mineral rights $ 804,489 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 $ 2,950,000 Net carrying value - mineral rights 1,321,297 Net carrying value - Pelen investment 624,214 Total net carrying value 1,945,511 Net gain on sale of mineral rights 1,004,489 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 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. 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 Asset group December 31, 2024 Water rights Mineral rights and properties $ 730,595 Land Properties, plant and equipment, net 6,328,338 Total assets held for sale $ 7,058,933 NOTE 7 RECLAMATION BOND DEPOSIT The reclamation bond deposit at December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Lexon surety bond cash collateral $ 3,014,528 $ 2,877,868 Comstock Metals bond cash collateral 74,710 74,710 Other cash reclamation bond deposits 906,936 306,936 Total reclamation bond deposit $ 3,996,174 $ 3,259,514 The Nevada Revised Statutes and Regulations require a surety bond to be posted for mining projects so that after the completion of such mining projects the sites are left safe, stable and capable of productive post-mining uses. The bond is intended to cover the estimated costs of $ 8,199,072 required to safely reclaim the natural environment to the regulatory standards established by the State of Nevada’s Division of Environmental Protection. Accordingly, the Company has two surety bonds issued by entities under common control, including a $ 6,163,000 reclamation surety bond issued through the Lexon Surety Group (“Lexon”) and a $ 2,036,072 reclamation surety bond issued through the Bond Safeguard Insurance Company, both with the State of Nevada's Bureau of Mining Regulation and Reclamation at December 31, 2025 . The Company also has a $ 500,000 surety bond with Storey County for mine reclamation at December 31, 2025 . As part of the surety agreement, the Company agreed to pay a 2.0 % annual bonding fee. The total cash collateral, per the surety agreement, was $ 3,814,527 and $ 3,077,868 at December 31, 2025 and 2024 . 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 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. The Company also has an irrevocable letter of credit for the benefit of the State of Nevada at Nevada State Bank in the amount of $ 74,710 for Comstock Metals. 72 Table of Contents NOTE 8 INTANGIBLE ASSETS The Company’s intangible assets at December 31, 2025 and 2024 include the following: Description Estimated Economic Life (in years) December 31, 2025 December 31, 2024 Developed technologies 10 $ 29,780,018 $ 8,064,402 License agreements 10 499,952 499,952 Distribution agreements 8 19,733 19,733 Accumulated amortization ( 5,356,315 ) ( 2,724,935 ) Intangible assets, net $ 24,943,388 $ 5,859,152 The estimated economic lives shown above were determined at the closing dates of the respective acquisitions. The estimated economic lives of license agreements and developed technologies are based on the midpoint of the indicated lives derived from the related valuation analyses. The estimated economic lives of customer and distribution agreements are based on the specified terms of the respective agreements. Accumulated amortization as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Developed technologies $ 5,116,765 $ 2,536,716 License agreements 226,063 177,730 Distribution agreements 13,487 10,489 Accumulated amortization $ 5,356,315 $ 2,724,935 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 : 2026 $ 3,921,579 2027 3,921,579 2028 3,918,834 2029 3,918,582 2030 3,918,582 Thereafter 5,344,232 $ 24,943,388 73 Table of Contents Changes in the intangible assets balances for the year ended December 31, 2025 are presented below: As of December 31, As of December 31, 2024 Additions Impairment Amortization 2025 Intangible assets $ 8,584,087 $ 21,725,616 $ ( 10,000 ) $ — $ 30,299,703 Accumulated amortization ( 2,724,935 ) — 667 ( 2,632,047 ) ( 5,356,315 ) Total intangible assets $ 5,859,152 $ 21,725,616 $ ( 9,333 ) $ ( 2,632,047 ) $ 24,943,388 Changes in the intangible assets balances for the year ended December 31, 2024 are presented below: As of December 31, As of December 31, 2023 Additions Impairment Amortization 2024 Intangible assets $ 20,119,887 $ 285,000 $ ( 11,820,800 ) $ — $ 8,584,087 Accumulated amortization ( 4,253,855 ) — 3,152,931 ( 1,624,011 ) ( 2,724,935 ) Total intangible assets $ 15,866,032 $ 285,000 $ ( 8,667,869 ) $ ( 1,624,011 ) $ 5,859,152 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 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. NOTE 9 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT Accrued expenses and other liabilities - current at December 31, 2025 , and 2024 , consisted of the following: December 31, 2025 December 31, 2024 Accrued payroll costs $ 1,501,110 $ 951,247 Accrued incentive compensation 263,750 1,031,250 Accrued vendor liabilities 753,221 516,804 Payable to research and development company - current 1,146,845 528,878 Payable to Flux Photon - current (see Note 21) 1,143,412 — LINICO acquisition-related payable — 1,018,853 Accrued interest expense — 353,280 Other accrued expenses 39,961 73,427 Total accrued expenses $ 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 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. Changes in the accrued incentive compensation balance for the year ended December 31, 2025 are presented below: As of December 31, 2024 Paid in 2025 Award Canceled As of December 31, 2025 Executive incentive accrual - 2024 $ 1,031,250 $ — $ 767,500 $ 263,750 Total executive incentive accrual $ 1,031,250 $ — $ 767,500 $ 263,750 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 . 74 Table of Contents Changes in the accrued incentive compensation balance for the year ended December 31, 2024 are presented below: As of December 31, 2023 Expensed Award Canceled As of December 31, 2024 Executive incentive accrual - 2023 $ 1,332,169 $ — $ 1,332,169 $ — Executive incentive accrual - 2024 — 1,031,250 — 1,031,250 Total executive incentive accrual $ 1,332,169 $ 1,031,250 $ 1,332,169 $ 1,031,250 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. 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; and • invests at least $ 5,000,000 towards engineering, machinery, and/or materials associated with that Oklahoma site/facility. The OKL Award must be used for purposes of economic development and related infrastructure development. The 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 The Company has lease balances recognized on the consolidated balance sheets as follows: Lease Assets and Liabilities Classification December 31, 2025 December 31, 2024 Finance lease right-of-use asset Finance lease - right to use asset, net $ 836,921 $ 3,088,188 Operating lease right-of-use asset Operating lease - right to use asset, net 17,704,775 4,650,862 Total right of use assets $ 18,541,696 $ 7,739,050 Operating lease liability - current Operating lease - right of use lease liability $ 540,542 $ 44,758 Operating lease liability - long-term Operating lease - right of use lease liability 18,172,659 4,826,785 Finance lease liability, current portion Finance lease - right of use lease liability — 490,075 Total lease liabilities $ 18,713,201 $ 5,361,618 75 Table of Contents The Company has the following lease costs recognized in the consolidated statements of operations as follows: Year Ended December 31, 2025 2024 Finance lease cost: Amortization of right-of-use assets $ 51,241 $ 49,663 Interest resulting from amortization of discount on lease liability — 16,445 Operating lease cost 1,940,187 432,856 Total lease cost $ 1,991,428 $ 498,964 Other information Operating cash flows used in operating leases $ 1,152,442 $ 217,112 The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases: 2025 2024 Weighted-average remaining lease term - finance leases (years) — 0.33 Weighted-average remaining lease term - operating leases (years) 23.45 9.40 Weighted-average discount rate - finance leases 0 % 0 % Weighted-average discount rate - operating leases 13 % 13 % Finance Lease 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, 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. 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 pulp, paper and fuels. These assets have no alternative future use. 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, 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 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. 76 Table of Contents Operating Leases 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. The monthly rent is $ 5,850 with automatic annual increases of $ 25 per month every November, beginning in 2020. The operating lease is sub-leased to Crown Point Management LLC, the operators of the Gold Hill Hotel, and not separately valued within the Gold Hill Hotel lease. 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 Lease Commencement Date Lease Term 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 5 years $ 213,925 13.57 % $ 59,632 $ 59,632 SCP Real Estate and Building Lease August 1, 2024 10 years $ 4,567,814 12.95 % $ 871,500 $ 363,125 SCP Storage Lease November 1, 2025 10 years $ 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. 77 Table of Contents Minimum lease payments to be paid by the Company by fiscal year for the Company's operating leases are as follows: Operating Leases 2026 $ 2,762,205 2027 3,188,785 2028 3,127,987 2029 3,104,122 2030 3,053,208 Thereafter 38,914,428 Total lease payments 54,150,735 Less: imputed interest ( 35,437,534 ) Present value of lease liabilities $ 18,713,201 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. Minimum lease payments for operating leases to be received from others are as follows: 2026 $ 123,500 2027 126,000 2028 126,000 2029 126,000 2030 121,000 Thereafter 96,000 Total Minimum Lease Income $ 718,500 NOTE 11 DEBT OBLIGATIONS Debt at December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 GHF Secured Promissory Note - 12 % interest, due April 15, 2026 $ — $ 4,290,000 Alvin Fund LLC Promissory Note - 16 % interest, due April 15, 2026 — 2,000,000 Alvin Fund LLC Promissory Note - 12 % interest, due April 15, 2026 — 2,100,000 AQMS Note Payable - 9.76 % implied interest, due March 31, 2025 — 100,000 Total debt — 8,490,000 Less: debt discounts and issuance costs — ( 2,407 ) Total debt, net of discounts — 8,487,593 Less: current maturities — ( 97,593 ) Long-term debt, net of discounts and issuance costs $ — $ 8,390,000 GHF, Inc. Unsecured Promissory Note On December 15, 2021, the Company entered into a long-term promissory note (the “GHF 2021 Note”) with GHF, Inc. (“GHF”), with a principal amount of $ 5,000,000 , of which $ 4,550,000 was funded and $ 450,000 was an original issue discount with the principal due on December 15, 2024, and interest payable monthly at a rate of 6 % annually. In 2021 and 2022, stock purchase warrants (the “GHF Warrants”) were issued in connection with this loan. Prepayment is allowed in full or in part at any time without premium or penalty. 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 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. The Company determined that the amendment resulted in a loss on debt extinguishment of $ 331,889 which was recognized in 2024. On April 22, 2024, the Company and GHF also amended the GHF Warrants, whereby (i) the exercise price of the GHF Warrants was reduced to $ 4.56 , and (ii) the maturity of the GHF Warrants was extended to December 31, 2025. 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. The principal due on the GHF 2021 Note of $ 4,290,000 was reassigned to Georges Trust. 78 Table of Contents 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 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 . In consideration for entering into the Alvin Fund 2022 Note, the Company issued to Alvin Fund shares of common stock of the Company at a fair value of $ 250,000 , which was recognized as a discount on the Alvin Fund 2022 Note. Interest was payable monthly at a rate of 9 % annually. The maturity date pursuant to the Alvin Fund 2022 Note was originally October 25, 2023. Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2022 Note is secured by all the property commonly referred to as the Dayton properties. On September 30, 2023, the Company and Alvin Fund amended the Alvin Fund 2022 Note to extend the maturity date to January 31, 2026, at an interest rate of 16 %. 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, 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. The full principal was due on February 12, 2025. Interest was payable monthly at a rate of 8 % annually. Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2023 Note is secured by the Company's non-mining assets. On November 12, 2023, in connection with this note, the Company issued warrants to Alvin Fund which allowed them to purchase 100,000 shares of the Company’s common stock at $ 7.00 per share (the “Alvin Fund Warrants”). The Alvin Fund Warrants were exercisable on or prior to November 12, 2025. Fair value of warrants were calculated using a Monte Carlo valuation model with the following inputs: stock price on the grant date of $ 4.70 and exercise price of $ 7.00 per share; expected term of 2 years; risk free rate of 4.92%; and annualized volatility of 85.0 %. 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 increased 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 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 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. 79 Table of Contents 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 $ 9,799,900 Debt discount associated with principal converted ( 2,415,868 ) Accrued interest payable converted 181,580 Derivative liability converted 1,196,318 Total 8,761,930 Fair value of stock issued ( 4,567,949 shares) 11,850,097 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. The full principal was due on March 27, 2025. Interest was payable monthly at a rate of 8 % annually. The Company received $ 3.0 million on December 27, 2023 and received the remaining $ 2.0 million on January 27, 2024. 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. 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. The 2023 Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms require the conversion option to be bifurcated as a derivative. 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 %. 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 . As of December 31, 2024, the 2023 Kips Bay Note was fully converted. The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows: Principal converted $ 4,407,373 Debt discount associated with principal converted ( 1,670,532 ) Accrued interest payable converted 187,393 Derivative liability converted 735,125 Total 3,659,359 Fair value of stock issued ( 2,296,059 shares) 5,792,431 Loss on conversion of debt $ ( 2,133,072 ) Kips Bay Select LP Unsecured 2024 Convertible Note On September 19, 2024, the Company entered into a securities purchase agreement ( “2024 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2024 Kips Bay Note”) with Kips Bay with a principal amount of $ 5,319,149 , of which $ 319,149 was an original issue discount. The full principal was due on January 19, 2026. Interest was payable monthly at a rate of 6 % annually. On September 19, 2024, Kips Bay funded an initial tranche of $ 3,500,000 , which shall result in an aggregate principal amount of $ 3,723,404 ($ 3,500,000 in cash plus original issue discount of $ 223,404 ). 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 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 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. The 2024 Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms require the conversion option to be bifurcated as a derivative. As of September 19, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 1,120,000 reflected in our consolidated balance sheet. 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 $ 1.5 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 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. The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows: Principal converted $ 5,319,149 Debt discount associated with principal converted ( 1,963,474 ) Accrued interest payable converted 44,502 Derivative liability converted 1,806,113 Total 5,206,290 Fair value of stock issued ( 1,658,019 shares) 6,714,803 Loss on conversion of debt $ ( 1,508,513 ) 80 Table of Contents Leviston Resources LLC Unsecured Convertible Notes On July 19, 2024, the Company entered into a securities purchase agreement ( “July 2024 Leviston Agreement”) for an unsecured convertible promissory note (the “July 2024 Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $ 2,717,500 , of which $ 2,500,000 was funded and $ 217,500 was an original issue discount. The full principal was due on October 31, 2025. Interest was payable monthly at a rate of 8 % annually. 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. The terms required the conversion option to be bifurcated as a derivative. As of July 19, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 1,210,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150 % or (ii) 80 % of minimum historical 10 day VWAP, discount rate of 35 %, risk free rate of 4.65 %, and volatility of 79.0 %. During the year ended December 31, 2024, the Company recognized interest expense of $ 75,452 and including OID amortization of $ 59,369 in connection with the July 2024 Leviston Note. As of December 31, 2024, the July 2024 Leviston Note was fully converted. The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows: Principal converted $ 2,717,500 Debt discount associated with principal converted (1,524,006) Accrued interest payable converted 16,082 Derivative liability converted 1,080,000 Total 2,289,576 Fair value of stock issued ( 2,468,018 shares) 3,957,052 Loss on conversion of debt $ (1,667,476) On December 4, 2024, the Company entered into a securities purchase agreement ( “December 2024 Leviston Agreement”) for an unsecured convertible promissory note (the “December 2024 Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $ 2,659,574 , of which $ 2,500,000 was funded and $ 159,574 was an original issue discount. The full principal was due on April 4, 2026. Interest was payable monthly at a rate of 6 % annually. 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. The December 2024 Leviston Note contained 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. As of December 4, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 690,000 reflected in our consolidated balance sheet. 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 4.11 %, and volatility of 79.0 %. During the year ended December 31, 2024, the Company recognized interest expense of $ 54,332 including OID amortization of $ 43,827 in connection with the December 2024 Leviston Note. As of December 31, 2024, the December 2024 Leviston Note was fully converted. The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows: Principal converted $ 2,659,574 Debt discount associated with principal converted (938,726) Accrued interest payable converted 9,985 Derivative liability converted 775,028 Total 2,505,861 Fair value of stock issued ( 943,258 shares) 6,952,486 Loss on conversion of debt $ (4,446,625) AQMS Note On December 19, 2023, Comstock Inc., LINICO and Aqua Metals Inc. (“AQMS”) entered into a stock redemption agreement in which the Company agreed to purchase and AQMS agreed to sell their shares in LINICO for $ 600,000 . The consideration is payable in twelve installments of $ 50,000 with the first installment due on January 31, 2024, and the next eleven installments due on the last day of the next succeeding eleven months. Since the payments are not interest bearing, the Company calculated the implied interest of $ 33,673 on the future cash payments using an interest rate of 9.76 % which was recognized as a discount on the agreement and will be recognized over the payment term. On December 19, 2024, the parties amended the stock redemption agreement to extend maturity to March 31, 2025. 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. As of March 26, 2025, the AQMS note payable was paid off in full. NOTE 12 LONG-TERM RECLAMATION LIABILITY At December 31, 2025 and 2024 , we have asset retirement obligations of $ 6,488,215 , and $ 6,033,418 , respectively, for our obligation to reclaim our mine facilities and non-mining facilities based on our most recent reclamation plan, as revised, submitted and approved by the Nevada State Environmental Commission and Division of Environmental Protection. Our total reclamation liability includes cost estimates for our American Flat processing facility, Dayton project, enhanced reclamation obligations in Storey County, and our Comstock Metals processing facility. Following is a reconciliation of the mining retirement obligation associated with our reclamation plan for the mining projects for the years ended December 31, 2025 and 2024 : December 31, 2025 December 31, 2024 Long-term reclamation liability — beginning of year $ 6,033,418 $ 5,606,681 Addition associated with Comstock Metals — 10,945 Accretion of reclamation liability 454,797 415,792 Long-term reclamation liability — end of year $ 6,488,215 $ 6,033,418 81 Table of Contents NOTE 13 COMMITMENTS AND CONTINGENCIES COMSTOCK MINERAL ESTATE LEASE PAYMENTS 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 Developer (see Note 4 ) On March 1, 2024, the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”) (See 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, 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. 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. 82 Table of Contents NREL On October 1, 2024, the Company entered into an agreement with a managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”). The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin. The ongoing funding commitment is $ 1.5 million, $ 1.7 million, and $ 1.5 million, during 2025, 2026, and 2027, respectively. 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 2026 $ 90,000 2027 $ 95,000 2028 $ 125,000 2029 $ 135,000 2030 $ 150,000 Thereafter $ 150,000 The Company has sublicensing rights and will pay a royalty fee equal to 15 % of any such sublicensing revenue to NREL. The royalty fee and the sublicensing fee will be reduced to 2 % and 10 %, respectively, upon achievement of certain thresholds. 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 . OTHER 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. The Chair of each Committee is paid an additional cash payment of $ 20,000 annually. For years ended December 31, 2025 and 2024 , the Company recognized director fees expenses of $ 992,500 and $ 900,000 , respectively. 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, 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. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows. 83 Table of Contents NOTE 14 EQUITY ISSUANCE OF REGISTERED SHARES OF COMMON STOCK 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 ). On March 25, 2024, the Company entered into an equity purchase agreement ( “2024 ClearThink Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) to offer and sell restricted and registered shares of common stock of the Company at an aggregate offering price of up to $ 5.0 million from time to time, at our option, on terms we deem favorable. On March 26, 2024, the Company filed a prospectus supplement to the registration statement on Form S- 3, dated March 28, 2022, that registered for resale these shares issued pursuant to the 2024 ClearThink Agreement. As of December 31, 2024, the Company issued 2,078,777 registered shares of common stock to ClearThink for an aggregate sales price of $ 4,250,000 at an average price per share of $ 2.04 . 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. ISSUANCE OF UNREGISTERED SHARES OF COMMON STOCK Issuance of unregistered shares of our common stock in connection with investments and other endeavors for the year ended December 31, 2025 are as follows. Issuance Date Issued To Fair Value Common Shares Issued Various Alvin Fund LLC $ 401,523 127,509 January 27, 2025 Kips Bay Select LP $ 212,766 44,024 February 28, 2025 Former LINICO CEO $ 1,860,000 775,000 March 20, 2025 American Science and Technology Corporation (“AST”) $ 2,482,200 985,000 May 13, 2025 Private Placement $ 1,500,000 625,000 June 10, 2025 Flux Photon Corporation and affiliates $ 5,780,000 2,000,000 June 12, 2025 Haywood $ 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 7,789,106 84 Table of Contents 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 Issued To Fair Value Common Shares Issued Various 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 OTB Capital Inc. (marketing fees) $ 162,693 56,101 April 19, 2024 Private Placement $ 250,000 100,000 May 22, 2024 Private Placement $ 500,000 125,000 August 6, 2024 Leviston Resources LLC $ 54,350 33,779 August 16, 2024 Private Placement $ 1,000,000 500,000 September 3, 2024 Northern Comstock LLC $ 482,500 292,070 October 9, 2024 Kips Bay Select LP $ 106,383 27,090 November 5, 2024 OTB Capital Inc. (marketing fees) $ 200,000 43,725 December 20, 2024 Leviston Resources LLC $ 53,191 13,542 Total common shares issued 2,076,333 On April 19, 2024, and November 5, 2024, the Company issued 56,101 and 43,725 shares, respectively, of restricted unregistered common stock of the Company for a fair value of $ 162,693 and $ 200,000 , respectively, to a professional service firm for consideration related to the Company's marketing services agreement. The fair value of the shares was determined based on the trading price of the Company’s stock on the date of issuance. Noncontrolling Interest 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; and • 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 $ 663,638 $ 19,336,362 Founder Group $ 2,636,382 $ 2,643,618 Acquisition of RenFuel IP $ 61,102 $ 326,898 Warrants issued to RenFuel $ 21,000 $ — Acquisition of Hexas $ 29,341 $ 111,534 $ 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. 85 Table of Contents 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; and • 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; or • 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. 86 Table of Contents 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, 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. Warrants 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 . 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 ). 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 Expiration Date GHF, Inc. 20,000 20,000 $ 4.56 December 31, 2027 GHF, Inc. 50,000 50,000 $ 4.56 December 31, 2027 GHF, Inc. 50,000 50,000 $ 4.56 December 31, 2027 Alvin Fund LLC 100,000 100,000 $ 4.56 December 31, 2027 Underwriter Purchase Warrants 1,073,334 — $ 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 and liabilities measured at fair value on a recurring basis at December 31, 2025 : Fair Value Measurements at December 31, 2025 Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Georges Trust derivative $ 1,201,114 $ — $ 1,201,114 $ — Alvin Fund derivative 759,682 — 759,682 — Total assets measured at fair value $ 1,960,796 $ — $ 1,960,796 $ — Liabilities: Marathon SAFE Note $ 12,000,000 $ — $ — $ 12,000,000 Total liabilities measured at fair value $ 12,000,000 $ — $ — $ 12,000,000 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 Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Haywood derivative $ 1,529,850 $ — $ 1,529,850 $ — Total assets measured at fair value $ 1,529,850 $ — $ 1,529,850 $ — 87 Table of Contents VALUATION METHODOLOGIES The following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy. Derivatives The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. 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: For the Year Ended December 31, 2025 As of December 31, 2024 (Additions) Deductions Conversions Change in Fair Value Payments for Decrease in Contractual Stock Consideration Other As of December 31, 2025 2025 Kips Bay convertible debt derivative $ — $ ( 1,920,000 ) $ 1,196,318 $ 723,682 $ — $ — $ — Make-whole Commitments Flux Photon derivative — 186,813 — ( 186,813 ) — — — Georges Trust derivative — 101,114 — 885,000 215,000 — 1,201,114 Alvin Fund derivative — ( 66,318 ) — 826,000 — — 759,682 LINICO acquisition-related payable derivative — ( 400,170 ) — 400,170 — — — 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 $ 1,529,850 $ ( 2,654,339 ) $ 1,196,318 $ 1,443,967 $ 445,000 $ — $ 1,960,796 For the Year Ended December 31, 2024 As of December 31, 2023 (Additions) Deductions Conversions Change in Fair Value Payments for Decrease in Contractual Stock Consideration Other As of December 31, 2024 2023 Kips Bay convertible debenture derivative $ ( 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 ( 781,966 ) — — ( 687,429 ) 2,164,364 ( 694,969 ) — Haywood Property derivative ( 875,000 ) 100,000 — 1,575,000 729,850 — 1,529,850 LINICO related derivative ( 2,383,162 ) — — ( 860,691 ) — 3,243,853 — 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, 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 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. Stock Price Discount Rate Volatility Risk Free Rate Conversion price equal to 88% of the 7 day minimum VWAP 35 % 103.0 % to 134.0 % 3.93 % to 4.24 % 88 Table of Contents 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. 89 Table of Contents 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. During 2024, $ 735,125 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At December 31, 2024, the underlying note was fully converted eliminating the conversion option derivative. In 2024, 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. Stock Price Discount Rate Volatility Risk Free Rate Conversion price equal to 90 % of the average price capped at $ 1.00 35 % 61.0 % to 96.0 % 4.33 % to 4.65 % 2024 Kips Bay Select LP Conversion Option On September 19, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the 2024 Kips Bay Note (see Note 11 ). On that date, the $ 1,120,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from 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 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 $ 1.5 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 2024, $ 1,806,113 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At December 31, 2024, the underlying note was fully converted eliminating the conversion option derivative. In 2024, 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. Stock Price Discount Rate Volatility Risk Free Rate Conversion price equal to 88 % of the seven day minimum VWAP 35 % 77.0 % to 80.0 % 4.09 % to 4.23 % Leviston Resources LLC Conversion Options On July 19, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the July 2024 Leviston Note (see Note 11 ). On that date, the $ 1,210,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the July 2024 Leviston Note. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150 % or (ii) 80 % of minimum historical 10 day VWAP, discount rate of 35 %, risk free rate of 4.65 %, and volatility of 79.0 %. During 2024, $ 1,080,000 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At December 31, 2024, the underlying note was fully converted eliminating the conversion option derivative. In 2024, 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. Stock Price Discount Rate Volatility Risk Free Rate Conversion price equal to 150 % or 80 % of minimum historical 10 day VWAP 35 % 70.0 % to 79.0 % 4.33 % to 4.65 % On December 4, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the December 2024 Leviston Note (see Note 11 ). On that date, the $ 690,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the December 2024 Leviston Note. For debt conversions occurring during 2024, 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 4.11 %, and volatility of 79.0 %. During 2024, $ 775,028 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At December 31, 2024, the underlying note was fully converted eliminating the conversion option derivative. In 2024, 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. Stock Price Discount Rate Volatility Risk Free Rate Conversion price equal to 88 % of the seven day minimum VWAP 35 % 79.0 % to 102.0 % 4.10 % to 4.16 % 90 Table of Contents GenMat Derivative Instrument 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 (see Note 4 ). The derivative liability was classified in Level 2 of the valuation hierarchy. Other 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 Period Range $ 11.1 million to $ 12.0 million 35 % 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, 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. 91 Table of Contents NOTE 16 STOCK-BASED COMPENSATION In 2020, the Company adopted the Comstock Mining Inc. 2020 Equity Incentive Plan (the “2020 Plan”). 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 Other income (expense) net consisted of the following for the years ended December 31, 2025 and 2024 : December 31, 2025 December 31, 2024 Equity loss in affiliates $ ( 30,562 ) $ ( 1,764,643 ) Settlement of Haywood receivable 134,329 — Settlement of AST receivable ( 175,844 ) — Settlement of LINICO receivable 60,170 — Expiration of LINICO deposits ( 375,000 ) — Change in fair value GenMat advances — 256,181 Expiration of SSOF deposits — 400,000 Other 32,589 42,309 Total other income (expense) $ ( 354,318 ) $ ( 1,066,153 ) NOTE 18 INCOME TAXES No benefit (provision) has been recognized for the years ended December 31, 2025 and 2024 . 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. 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 and ( 2 ) certain other permanent differences. Reconciliation of the statutory federal income tax rates consist of the following: December 31, 2025 December 31, 2024 U.S. Federal statutory rate $ ( 9,046,053 ) 21.00 % $ ( 11,214,608 ) 21.00 % 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 )% Other Prior period adjustments 1,596,758 ( 3.71 )% 3,407,893 ( 6.38 )% Other, net — — % 195,108 ( 0.36 )% Total $ — — % $ — — % (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). 92 Table of Contents The Company’s total deferred income taxes at December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Asset retirement obligation $ 1,374,083 $ 1,293,493 Mining exploration, development, claims, and permit costs 657,785 790,641 Lease liability 3,962,923 1,144,048 Net operating loss carryforward 69,915,033 54,844,665 Capital loss carryforward 894,987 906,263 Capitalized research expenditures 8,819 5,364,855 Other 526,897 622,128 Total deferred tax asset 77,340,527 64,966,093 Valuation allowance ( 64,307,185 ) ( 57,047,815 ) Net deferred tax assets 13,033,342 7,918,278 Deferred tax liabilities: Mineral rights and properties, plant, and equipment ( 2,684,358 ) ( 309,800 ) Right of use asset – leases ( 3,932,257 ) ( 1,189,466 ) Intangible assets ( 580,099 ) ( 844,818 ) Fair value adjustments ( 5,836,628 ) ( 5,574,194 ) Total deferred tax liabilities ( 13,033,342 ) ( 7,918,278 ) Net deferred tax assets and liabilities $ — $ — The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 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, 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 Amount 2026 $ 5,482,741 2027 4,097,197 2028 4,166,775 2029 8,094,233 2030 5,672,414 Thereafter 131,604,777 Federal NOL with no expiration 172,455,307 Total Federal NOL 331,573,444 State NOL apportioned 8,141,147 Capital loss carryforward - Federal 4,220,116 Total NOL and capital loss carryforward $ 343,934,707 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. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. The Company is subject to U.S. federal and state income tax examination for tax years 2022 and forward. 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 Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if outstanding stock options were exercised into common stock. Shares presented on a weighted average outstanding calculation were adjusted to give effect to the February 24, 2025 reverse stock split. 93 Table of Contents The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net income (loss) per share: December 31, 2025 December 31, 2024 Numerator: Net loss attributed to Comstock Inc. $ ( 43,076,443 ) $ ( 53,321,454 ) Denominator: Basic weighted average shares outstanding 36,707,660 16,613,755 Incremental shares — — Diluted weighted average shares outstanding 36,707,660 16,613,755 Net income (loss) per common shares: Basic EPS $ ( 1.17 ) $ ( 3.21 ) Diluted EPS $ ( 1.17 ) $ ( 3.21 ) 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 We have the following segments and reporting units: Fuels, Metals, Mining, Strategic Investments and Corporate. Summarized financial information relating to our reportable segments is provided below. For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer. For our Fuels Segment, our CODM is the 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. Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate. The Company’s total revenue for the year ending December 31, 2025 , consisted of the following: Strategic Metals Mining Investments Corporate Bioleum Total Mining and Real Estate $ — $ 136,000 $ — $ 17,100 $ — $ 153,100 Recycling 216,143 — — — — 216,143 Decommissioning Services 1,082,752 — — — — 1,082,752 Off-take 101,801 — — — — 101,801 Total Revenue $ 1,400,696 $ 136,000 $ — $ 17,100 $ — $ 1,553,796 The Company’s total revenue for the year ending December 31, 2024, consisted of the following: Strategic Metals Mining Investments Corporate Bioleum Total Mining and Real Estate $ — $ 2,595,725 $ — $ 19,200 $ — $ 2,614,925 Recycling 55,245 — — — — 55,245 Decommissioning Services 282,117 — — — — 282,117 Off-take 63,876 — — — — 63,876 Total Revenue $ 401,238 $ 2,595,725 $ — $ 19,200 $ — $ 3,016,163 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. 94 Table of Contents Twelve-Months Ended December 31, 2025 Metals Mining Strategic Investments Corporate / Other Total of Segments before Bioleum Corp. Bioleum Consolidated Revenue $ 1,400,696 $ 136,000 $ — $ 17,100 $ 1,553,796 $ — $ 1,553,796 Cost of goods sold $ 2,626,962 $ — $ — $ — $ 2,626,962 $ — $ 2,626,962 Selling and marketing $ 110,237 $ — $ — $ 580,249 $ 690,486 $ 362,943 $ 1,053,429 General and administrative $ 3,110,984 $ 1,418,171 $ 13,604 $ 8,774,102 $ 13,316,861 $ 6,300,726 $ 19,617,587 Research and development $ 176,495 $ 4,188 $ — $ 591,731 $ 772,414 $ 11,547,490 $ 12,319,904 Depreciation and amortization $ 255,212 $ 168,707 $ — $ 79,085 $ 503,004 $ 3,339,222 $ 3,842,226 Impairment of intangible assets $ — $ — $ — $ 9,333 $ 9,333 $ — $ 9,333 Impairment of properties, plant and equipment $ 30,480 $ 402,931 $ — $ — $ 433,411 $ — $ 433,411 (Gain) on sale of mineral rights $ — $ ( 200,000 ) $ — $ — $ ( 200,000 ) $ — $ ( 200,000 ) (Loss) income from operations $ ( 4,909,674 ) $ ( 1,657,997 ) $ ( 13,604 ) $ ( 10,017,400 ) $ ( 16,598,675 ) $ ( 21,550,381 ) $ ( 38,149,056 ) Total other income (expense), net $ 1,397 $ ( 1,905,951 ) $ 25,170 $ ( 3,699,692 ) $ ( 5,579,076 ) $ 561,246 $ ( 5,017,830 ) Net income (loss) $ ( 4,908,277 ) $ ( 3,563,948 ) $ 11,566 $ ( 13,717,092 ) $ ( 22,177,751 ) $ ( 20,989,135 ) $ ( 43,166,886 ) Interest expense $ — $ 3,396 $ — $ 1,473,213 $ 1,476,609 $ 451,191 $ 1,927,800 Equity method investment income (loss) $ — $ — $ — $ — $ — $ ( 30,562 ) $ ( 30,562 ) Acquisitions to intangible assets $ — $ — $ — $ — $ — $ 21,725,616 $ 21,725,616 Capital Expenditures $ 367,044 $ 1,000 $ — $ — $ 368,044 $ 1,969,508 $ 2,337,552 Twelve-Months Ended December 31, 2024 Metals Mining Strategic Investments Corporate / Other Total of Segments before Bioleum Corp. Bioleum Consolidated Revenue $ 401,238 $ 2,595,725 $ — $ 19,200 $ 3,016,163 $ — $ 3,016,163 Cost of goods sold $ 451,938 $ — $ — $ — $ 451,938 $ — $ 451,938 Selling and marketing $ 7,075 $ — $ — $ 471,369 $ 478,444 $ 1,515 $ 479,959 General and administrative $ 1,365,487 $ 1,842,667 $ ( 76,080 ) $ 8,170,776 $ 11,302,850 $ 920,247 $ 12,223,097 Research and development $ 537,132 $ 1,442 $ 338,135 $ 15,154,137 $ 16,030,846 $ 3,067,337 $ 19,098,183 Depreciation and amortization $ 1,035,534 $ 180,714 $ 424,957 $ ( 368,737 ) $ 1,272,468 $ 970,086 $ 2,242,554 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 $ ( 11,651,104 ) $ 1,375,391 $ ( 694,572 ) $ ( 23,737,525 ) $ ( 34,707,810 ) $ ( 4,959,185 ) $ ( 39,666,995 ) Total other income (expense), net $ — $ 239,817 $ ( 1,884,041 ) $ ( 11,794,916 ) $ ( 13,439,140 ) $ ( 296,763 ) $ ( 13,735,903 ) Net income (loss) $ ( 11,651,104 ) $ 1,615,208 $ ( 2,578,613 ) $ ( 35,532,441 ) $ ( 48,146,950 ) $ ( 5,255,948 ) $ ( 53,402,898 ) Interest expense $ — $ 4,120 $ — $ 2,669,208 $ 2,673,328 $ 298,023 $ 2,971,351 Equity method investment income (loss) $ — $ 15,049 $ ( 1,599,011 ) $ ( 180,681 ) $ ( 1,764,643 ) $ — $ ( 1,764,643 ) Acquisitions to intangible assets $ — $ — $ — $ 10,000 $ 10,000 $ 275,000 $ 285,000 Capital Expenditures $ 934,724 $ — $ — $ — $ 934,724 $ — $ 934,724 95 Table of Contents As of December 31, 2025 Metals Mining Strategic Investments Corporate / Other Total of Segments before Bioleum Corp. Bioleum Consolidated ASSETS Current Assets: Cash and cash equivalents $ 183,458 $ 149,060 $ — $ 9,425,807 $ 9,758,325 $ 7,193,320 $ 16,951,645 Accounts receivable $ 287,874 $ ( 152 ) $ — $ — $ 287,722 $ 1,000,000 $ 1,287,722 Derivative assets $ — $ — $ — $ 1,960,796 $ 1,960,796 $ — $ 1,960,796 Other current assets $ 96,180 $ 1,975 $ — $ 166,977 $ 265,132 $ 192,684 $ 457,816 Total current assets $ 567,512 $ 150,883 $ — $ 11,553,580 $ 12,271,975 $ 8,386,004 $ 20,657,979 Non-current Assets: Investments $ — $ — $ 38,426,065 $ — $ 38,426,065 $ 1,079,371 $ 39,505,436 Properties, plant and equipment, net $ 2,387,121 $ 7,160,772 $ 6,328,338 $ 355,841 $ 16,232,072 $ 13,654,137 $ 29,886,209 Intangible assets, net $ — $ — $ — $ — $ — $ 24,943,388 $ 24,943,388 Goodwill $ — $ — $ — $ — $ — $ 1,507,154 $ 1,507,154 Other assets $ 13,563,776 $ 16,109,357 $ 730,596 $ 9,400,000 $ 39,803,729 $ 13,300,742 $ 53,104,471 Total non-current assets $ 15,950,897 $ 23,270,129 $ 45,484,999 $ 9,755,841 $ 94,461,866 $ 54,484,792 $ 148,946,658 TOTAL ASSETS $ 16,518,409 $ 23,421,012 $ 45,484,999 $ 21,309,421 $ 106,733,841 $ 62,870,796 $ 169,604,637 As of December 31, 2024 Metals Mining Strategic Investments Corporate / Other Total of Segments before Bioleum Corp. Bioleum Consolidated ASSETS 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: Investments $ — $ — $ 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 Other assets $ 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 TOTAL ASSETS $ 7,215,479 $ 25,252,777 $ 45,210,134 $ 3,668,786 $ 81,347,176 $ 9,962,705 $ 91,309,881 96 Table of Contents NOTE 21 RELATED PARTY TRANSACTIONS The following related party transactions occurred during the years ended December 31, 2025 and 2024 . TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND 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 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 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 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 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 2,650,075 — 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. 97 Table of Contents 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 ). OTHER 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 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 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 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. 98 Table of Contents ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.