lode20260416

lode20260416_s3.htm

As filed with the Securities and Exchange Commission on April 24, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COMSTOCK INC.

(Exact name of registrant as specified in its charter)

Nevada	65-0955118
(State or Other	(I.R.S. Employer
Jurisdiction of Incorporation or Organization)	Identification Number)

117 American Flat Road

Virginia City, NV 89440

(775) 847-5272

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Corrado De Gasperis

Chief Executive Officer

117 American Flat Road
Virginia City, NV 89440
(775) 847-4755

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Clyde W. Tinnen, Jr., Esq.

Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202

(414) 271-2400

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated Filer ☐

	Non-accelerated filer ☒	Smaller reporting company ☒

		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CONTENTS
	Page
About This Prospectus	1
Where You Can find More Information	1
Incorporation of Certain Documents by Reference	2
Summary	3
Forward Looking Statements	7
Risk Factors	7
Use of Proceeds	7
Selling Stockholders	7
Description of Common Stock	7
Legal Ownership of Securities	7
Plan of Distribution	9
Validity of the Securities	10
Experts	10

•	Monetize our legacy mineral and mining properties, plants and equipment;
•	Secure sufficient power source to enable hyper-scale data center developments in Silver Springs, NV;
•	Restructure, align, power, and expand the ownership in the Sierra Springs Opportunity Fund Inc. and monetize;
•	Monetize all other legacy, non-core real estate in Silver Springs, NV;
•	Support the next phases of accelerating Metals growth, including refining; and
•	Support the next phases of accelerating Fuels growth, including the commercialization of Hexas-based biomass solutions.

•	Receive, deploy, assemble and commission our first industry-scale facility in Silver Springs, NV;
•	Operate our first industry-scale facility in Silver Springs profitably;
•	Secure additional Master Service Agreements (MSA) with national and regional customers;
•	Select and secure additional sites, expand storage capabilities and secure permits for these additional sites;
•	Submit permits for our second industry-scale facility in southern NV;
•	Procure the equipment for our second industry-scale recycling and processing facility and commence commissioning;
•	Complete site selection for at least three additional solar panel recycling locations and commence permitting;
•	Evaluate international expansion opportunities with international strategic and capital partners; and
•	Advance development efforts, with strategic partners, to recover more and higher-purity materials from recycled streams.

•	Complete the remaining “Series A” equity financing for Bioleum;
•	Deploy a Hexas-based, commercial demonstration fuel farm;
•	Expand integrated pilot production capabilities to up to five barrels per week of intermediates and fuels;
•	Commercialize at least one major new project for purpose grown feedstock applications;
•	Commercialize at least one major new project for renewable fuel applications;
•	Commercialize at least one major project that integrates our technology solutions into existing production platforms; and
•	Advance our innovation and development efforts toward even higher yields, lower costs and lower capital.

	Before Offering			After Offering
Name	Total Number of Shares Beneficially Owned			Number of Shares Offered ⁽¹⁾			Shares Beneficially Owned After Offering ⁽¹⁾		Percentage of Shares Beneficially Owned After Offering ⁽¹⁾
Flux Photon Corporation		1,750,000			1,750,000	⁽²⁾		0		0.00	%
Jason Sands		575,208	⁽⁴⁾		575,208	⁽³⁾		0		0.00	%
Michael Sands		575,207	⁽⁵⁾		575,207	⁽³⁾		0		0.00	%
Adam Sands		575,204	⁽⁶⁾		575,204	⁽³⁾		0		0.00	%
Nicholas Motola		431,403	⁽⁷⁾		431,403	⁽³⁾		0		0.00	%
American Capital Partners, LLC		184,731	⁽⁸⁾		184,731	⁽³⁾		0		0.00	%
Sanjay Allahdad		18,920	⁽⁹⁾		18,920	⁽³⁾		0		0.00	%

(1)	Assumes all shares registered hereby are sold. Percentage ownership is based on 75,913,084 shares of Common Stock issued and outstanding as of April 23, 2026.
(2)	Please see Exhibits 10.9 and 10.11 in the Company’s Form 10-K filed with the Commission on March 24, 2026 and Exhibit 10.6 in the Company’s Form 8-K, filed with the Commission on May 28, 2025, which are hereby incorporated herein by reference.
(3)	Please see Exhibit 4.1 in the Company’s Form 8-K, filed with the Commission on August 14, 2025, and Exhibit 4.1 in the Company’s Form 8-K, filed with the Commission on January 30, 2026, which are hereby incorporated herein by reference.
(4)	Includes (i) 197,121 and 29,867 shares of our Common Stock issuable to Jason Sands pursuant to the exercise of warrants issued on August 14, 2025 and September 15, 2025, respectively, which are currently exercisable, and (ii) 302,401 shares and 45,819 shares issuable upon the exercise of warrants held by Jason Sands issued on January 30, 2026 and March 3, 2026, respectively, which are not exercisable until July 27, 2026.
(5)	Includes (i) 197,121 and 29,867 shares of our Common Stock issuable to Michael Sands pursuant to the exercise of warrants issued on August 14, 2025 and September 15, 2025, respectively, which are currently exercisable, and (ii) 302,400 shares and 45,819 shares issuable upon the exercise of warrants held by Michael Sands issued on January 30, 2026 and March 3, 2026, respectively, which are not exercisable until July 27, 2026.
(6)	Includes (i) 197,120 and 29,866 shares of our Common Stock issuable to Adam Sands pursuant to the exercise of warrants issued on August 14, 2025 and September 15, 2025, respectively, which are currently exercisable, and (ii) 302,400 shares and 45,818 shares issuable upon the exercise of warrants held by Jason Sands issued on January 30, 2026 and March 3, 2026, respectively, which are not exercisable until July 27, 2026.
(7)	Includes (i) 147,840 and 22,400 shares of our Common Stock issuable to Nicholas Motola pursuant to the exercise of warrants issued on August 14, 2025 and September 15, 2025, respectively, which are currently exercisable, and (ii) 226,800 shares and 34,363 shares issuable upon the exercise of warrants held by Nicholas Motola issued on January 30, 2026 and March 3, 2026, respectively, which are not exercisable until July 27, 2026.
(8)	Includes (i) 38,369 shares of our Common Stock issued to American Capital Partners pursuant to the cashless exercise of warrants issued on August 14, 2025 and September 15, 2025, and (ii) 127,272 shares and 19,909 shares issuable upon the exercise of warrants held by American Capital Partners issued on January 30, 2026 and March 3, 2026, respectively, which are not exercisable until July 27, 2026.
(9)	Includes (i) 7,466 shares of our Common Stock issuable to Sanjay Allahdad pursuant to the exercise of a warrant issued on August 14, 2025, which is currently exercisable, and (ii) 11,454 shares issuable upon the exercise of a warrant held by Sanjay Allahdad issued on January 30, 2026, which is not exercisable until July 27, 2026.

•	how it handles securities payments and notices;
•	whether it imposes fees or charges;
•	how it would handle a request for the holders’ consent, if ever required;
•	whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
•	how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
•	if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

•	an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
•	an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
•	an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
•	an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
•	the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security;
•	we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in any way;
•	the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and
•	financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities.

•	if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
•	if we notify any applicable trustee that we wish to terminate that global security; or
•	if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

•	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
•	in the over-the-counter market;
•	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•	an exchange distribution in accordance with the rules of the applicable exchange;
•	privately negotiated transactions;
•	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
•	broker-dealers may agree with the sellers to sell a specified number of such shares at a stipulated price per share;
•	a combination of any such methods of sale;
•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
•	any other method permitted pursuant to applicable law.

Commission registration fee	$	1,782.53
Accounting fees and expenses	$	10,000
Legal fees and expenses	$	12,500
Printing and miscellaneous expenses (including any applicable listing fees, rating agency fees, trustee and transfer agent fees and expenses)	$	5,000
Total	$	29,282.53

COMSTOCK INC.

By:	/s/ Corrado De Gasperis
	Corrado De Gasperis
	Chief Executive Officer
	(Principal Executive Officer)

Name	Title	Date

/s/ Corrado De Gasperis	Chief Executive Officer and Director
Corrado De Gasperis	(Principal Executive Officer)	April 24, 2026

/s/ Judd B. Merrill
Judd B. Merrill	Chief Financial Officer (Principal Financial Officer)	April 24, 2026

/s/ Matthew J. Bieberly
Matthew J. Bieberly	Chief Accounting Officer (Principal Accounting Officer)	April 24, 2026

/s/ Donald A. Colvin
Donald A. Colvin	Director	April 24, 2026

/s/ Leo M. Drozdoff
Leo M. Drozdoff	Director	April 24, 2026

/s/ William J. Nance
William J. Nance	Director	April 24, 2026

/s/ Walter A. Marting Jr.
Walter A. Marting Jr.	Director	April 24, 2026

/s/ Dr. Guez J. Salinas
Dr. Guez J. Salinas	Director	April 24, 2026

/s/ Kristin M. Slanina
Kristin M. Slanina	Director	April 24, 2026

/s/ Robert Spence
Robert Spence	Director	April 24, 2026

/s/ Steven Pei
Steven Pei	Director	April 24, 2026

Exhibit Number		Description of Exhibit

5.1		Opinion of McDonald Carano LLP, Reno, Nevada, regarding the validity of the securities registered hereunder.

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

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

10.3		Amendment to Flux Photon Asset Purchase Agreement, dated May 21, 2025, between Comstock Inc., and Flux Photon Corporation (previously filed with Securities and Exchange Commission on May 28, 2025 as Exhibit 10.6 in the Company’s Form 8-K and incorporated herein by reference).

23.1		Consent of McDonald Carano LLP, Reno, Nevada (included in Exhibit 5.1).

23.2		Consent of Assure CPA, LLC

23.3		Consent of Behre Dolbear & Company (USA) Inc.

24.1		Powers of Attorney of Directors and Certain Officers of the Registrant (included on the signature page hereof).

107		Filing Fee Table

SEC Form S-3 filed by Comstock Inc.