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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2023
COMSTOCK INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada | 001-35200 | 65-0955118 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
117 American Flat Road, Virginia City, Nevada 89440
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775) 847-5272
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.000666 per share | LODE | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2023, Comstock Inc. (“Comstock”), LINICO Corporation, a Nevada corporation (“LINICO”) that is 88.23% owned by the Company, and Aqua Metals, Inc., a Delaware corporation (“Aqua Metals”) entered into a Stock Redemption Agreement (the “Stock Redemption Agreement”) pursuant to which Aqua Metals agreed to sell, and LINICO agreed to purchase, 2,453 Series A preferred shares of LINICO and 500,000 common shares of LINICO in exchange for $600,000 (the “Purchase Price”). The Purchase Price is payable in twelve monthly installments of $50,000, each due on the last day of the month, with the first installment due January 31, 2024. Comstock guarantees LINICO’s Purchase Price obligation. LINICO owns, among other assets, 35,662 Series Seed Preferred Shares in Green Li-Ion Pte. Ltd.
Upon signing of the Stock Redemption Agreement, LINICO is 100% owned by Comstock.
The foregoing description of the Stock Redemption Agreement is qualified in its entirety by reference to the full text of the Stock Redemption Agreement, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | COMSTOCK INC. |
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| Date: December 26, 2023 | | By: | | /s/ Corrado De Gasperis |
| | | | | Corrado De Gasperis Executive Chairman and Chief Executive Officer |