Comstock Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

false 0001120970 0001120970 2024-11-18 2024-11-18

 

 

 

Date of Report (Date of earliest event reported): November 18, 2024

 

 

(Exact Name of Registrant as Specified in its Charter)

 

 

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (775) 847-5272

 

(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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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.      ☐

 

 

 

On September 18, 2024, Comstock Fuels Corporation (“Comstock Fuels”), a subsidiary of Comstock Inc. (the “Company”), executed a term sheet with SACL Pte. Ltd. (“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia and New Zealand (the “Territory”). The term sheet is non-binding but binding in respect of the essential economic terms until such time as definitive agreements are executed amongst the parties. On November 18, 2024, Comstock Fuels and SACL executed an amendment to the term sheet to increase SACL’s territory to facilitate the financing, construction, and operation of SACL’s first planned site in Vietnam.

 

Under the terms of the amended term sheet, Comstock Fuels will grant SACL an exclusive marketing agreement for Comstock Fuels’ advanced lignocellulosic biomass refining processes in Australia, New Zealand, and Vietnam, and a master non-exclusive license to certain intellectual property for the sole purpose of developing, financing, construction, and management of renewable fuels production facilities (each, a “Licensed Facility”) in the Territory. The amended term sheet calls for execution and closing of the associated definitive agreements on or before December 15, 2024.

 

Comstock Fuels and the owner of each Licensed Facility (“Producer”) will execute a separate non-exclusive, site-specific license agreement (“Site License Agreement”) for the development, financing, construction, and management of the corresponding Licensed Facility, and the direct use of the certain intellectual property of Comstock Fuels to produce and sell renewable fuels and related products. Comstock Fuels will contribute the site-specific license to develop, finance, build, and manage the corresponding Licensed Facility in exchange for 20% of Producer’s fully diluted equity on a post-money basis after completion of construction financing for the corresponding Licensed Facility or scope expansion. Each applicable Producer will also agree to pay to Comstock Fuels a running royalty fee equal to 3% of the total sales of licensed products by each Licensed Facility (“Royalty Fees”), increasing to 6% at and above a capacity of 250,000 metric tons per year (“MTPY”). Royalty Fees shall be paid monthly unless otherwise agreed to by Comstock Fuels in writing.

 

Comstock Fuels will provide each Producer with engineering support services in exchange for 3% of each applicable Producer’s total construction costs, increasing to 6% at and above a capacity of 250,000 MTPY, with an initial upfront payment of $2,500,000 payable upon execution of each applicable Site License Agreement.

 

The non-binding term sheet terminates if the execution and delivery of mutually acceptable, definitive documents does not occur on or before December 31, 2024.

 

 

(d) Exhibits 

 

 

 

 

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.