Comstock Inc. 8-K

What Happened

• Comstock Inc. announced it entered an Underwriting Agreement with Titan Partners Group LLC on January 28, 2026 and completed the offering on January 30, 2026. The Company sold 18,181,819 shares of common stock in the offering, generating approximately $50.0 million in gross proceeds (before underwriting discounts, commissions and offering expenses).
• The Company granted the underwriter a 30-day option to purchase up to an additional 2,727,272 shares to cover any over‑allotments, and issued underwriter warrants equal to 7% of the total shares sold in the offering. The Underwriter Warrants are exercisable beginning 180 days after the Underwriting Agreement and remain exercisable for five years at an exercise price of $3.1625 per share.

Key Details

• Underwriter: Titan Partners Group LLC (a division of American Capital Partners, LLC).
• Shares sold: 18,181,819 common shares; over‑allotment option for up to 2,727,272 additional shares.
• Gross proceeds: ~ $50.0 million (before fees and expenses).
• Underwriter warrants: equal to 7% of shares sold; exercisable starting 180 days after Jan 28, 2026, for five years, at $3.1625/share.
• Lock-up: Company and its directors/executive officers agreed not to sell/transfer securities for 30 days after Jan 28, 2026 without underwriter consent.
• Use of proceeds: fund capital expenditures for Comstock Metals LLC (second industry‑scale facility), develop a refining process/solution, accelerate site selections and Metals market growth; remainder for general corporate purposes.

Why It Matters

• This transaction raises meaningful capital (~$50M gross) to fund Comstock’s metals business expansion plans, which the company identifies as the primary use of proceeds.
• Investors should note potential dilution from the newly issued shares, any exercised over‑allotment, and the underwriter warrants (which could increase shares outstanding if exercised).
• The short 30‑day lock‑up limits insider sales only briefly; investors should watch for further filings showing actual net proceeds, any over‑allotment exercise, and future dilution if warrants are exercised.