Comstock Inc (LODE)

[jobynimble]

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 28, 2022)

Up to $5,000,000


Common Stock



We have entered into an equity purchase agreement dated March 25, 2024, with ClearThink Capital Partners LLC, or the Investor, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of such agreement, we may offer and sell shares of our common stock with a maximum offering size, in the aggregate, of up to $5,000,000 to the Investor.

Our common stock is listed on the NYSE American under the symbol “LODE.” The last reported sale price of our common stock on the NYSE American on March 25, 2024 was $0.34 per share.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, at a discount of 10.0% to the lowest intra-day reported sales price of the common stock on the date that the Investor receives a capital call from the Company.

We estimate that the total gross proceeds from this offering will be approximately $5,000,000. We estimate the total expenses of this offering, excluding the discount to the Investor, will be $15,000. In consideration of the Investor’s agreement to enter the equity purchase agreement, we agreed to deliver 250,000 restricted shares of our common stock with value of $85,000 the Investor, for no additional consideration, on the first settlement date with respect to a put notice delivered by the Company. We also agreed to provide “most favored nation” status to the Investor with respect to other equity offerings conducted within five trading days of a sale under the equity purchase agreement. The Investor may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation and discounts received by the Investor will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution with respect to certain liabilities, including liabilities under the Securities Act.

Complete filing: https://www.sec.gov/Archives/edgar/data/1120970/000143774924009447/lode20240325_424b5.htm