Comstock(LODE) - 2025 Q2 - Quarterly Results

Entry into a Material Definitive Agreement Comstock entered into significant agreements to amend promissory notes and warrants, and settle a convertible note Amendments to Georges Trust and Alvin Fund Promissory Notes On August 8, 2025, Comstock amended its outstanding promissory notes with Georges Trust and Alvin Fund LLC, totaling $8.39 million in principal, issuing 2.9 million shares of common stock with a true-up provision for April 15, 2026 - Comstock amended promissory notes with creditors Georges Trust and Alvin Fund to address the repayment of an aggregate of $8,390,000 in principal[4] - The company issued an aggregate of 2,900,000 shares of common stock to the creditors as partial consideration for the amendments in a "Debt Exchange"[4] - A true-up provision is effective on April 15, 2026, requiring Comstock to pay the difference if net cash proceeds from share sales are insufficient to repay the note, including accrued interest at 12% per annum[4] Amendment to Warrants The company amended outstanding common stock purchase warrants held by Georges Trust and Alvin Fund, extending the expiration date by two years from December 31, 2025, to December 31, 2027, covering 220,000 warrants exercisable at $4.56 per share - The expiration date for certain warrants held by Georges Trust and Alvin Fund was extended from December 31, 2025, to December 31, 2027[5] Warrants Amended | Holder | Warrants | Exercise Price | | :--- | :--- | :--- | | Georges Trust | 100,000 | $4.56 per share | | Alvin Fund | 120,000 | $4.56 per share | Kips Bay Select Payoff Agreement On August 12, 2025, Comstock entered into a payoff agreement with Kips Bay Select, LP to fully satisfy its 6.0% Convertible Promissory Note, originally valued at $10.64 million, through a $2.5 million cash payment and the issuance of 447,724 shares of common stock, with a lock-up period until after October 31, 2025 - The company entered into a payoff agreement to settle its 6.0% Convertible Promissory Note with an original principal amount of $10,638,298[6] - The note was fully satisfied through a payment of $2,500,000 in cash and the issuance of 447,724 shares of Common Stock[6] - Kips Bay agreed not to sell or trade any of the issued Payoff Shares on or prior to October 31, 2025[6] Results of Operations and Financial Condition Comstock disclosed preliminary unaudited financial results for the second quarter and first half of 2025, including cash, revenue, and net loss figures Preliminary Financial Results for Q2 2025 Comstock disclosed preliminary, unaudited financial results for the three and six-month periods ended June 30, 2025, reporting cash and cash equivalents of approximately $18.6 million, with revenues of $0.3 million and $1.1 million, and net losses of $7.8 million and $16.9 million, respectively Preliminary Financial Results as of and for the periods ended June 30, 2025 | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | Revenue | $0.3 million | $1.1 million | | Net Loss | $7.8 million | $16.9 million | | Balance Sheet | As of June 30, 2025 | | | Cash and Cash Equivalents | $18.6 million | | - The disclosed financial results are preliminary and subject to change pending customary period-end closing procedures[8] Other Items This section covers the creation of a direct financial obligation, unregistered sales of equity securities, and the departure of key officers Creation of a Direct Financial Obligation This section incorporates by reference the information detailed under the "Kips Bay Select Payoff Agreement" in Item 1.01, outlining the terms of the settlement of a convertible promissory note - The information regarding the creation of a direct financial obligation is incorporated by reference from the 'Kip's Bay Select Payoff Agreement' section in Item 1.01[12] Unregistered Sales of Equity Securities This section incorporates by reference the information from Item 1.01 regarding the issuance of common stock in the "Debt Exchange" with Georges Trust and Alvin Fund, and as part of the "Kips Bay Select Payoff Agreement" - The information regarding unregistered sales of equity securities is incorporated by reference from the sections 'Amendments to Georges Trust and Alvin Fund Promissory Notes' and 'Kips Bay Select Payoff Agreement' in Item 1.01[13] Departure of Directors or Certain Officers The company announced that David Winsness and Rahul Bobbili have both resigned from their positions as officers, directors, and/or managers within Comstock entities to join Bioleum Corporation - David Winsness and Rahul Bobbili have resigned from their roles as officers, directors, and/or managers of Comstock entities[14] - Both individuals resigned to join Bioleum Corporation[14] Financial Statements and Exhibits This section lists the various exhibits filed, including note and warrant amendment agreements, and a payoff letter agreement Exhibits The report includes several exhibits detailing the material agreements discussed, such as note amendment agreements with Georges Trust and Alvin Fund LLC, warrant amendment agreements with the same parties, and the payoff letter agreement with Kips Bay Select, LP - The filing includes the following exhibits related to the material agreements: - 10.1: Note Amendment with Georges Trust - 10.2 & 10.3: Note Amendments with Alvin Fund LLC - 10.4: Warrant Amendment with Georges Trust - 10.5: Warrant Amendment with Alvin Fund LLC - 10.6: Payoff Letter Agreement with Kips Bay Select, LP[16]