Comstock Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): February 14, 2025

 

(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 February 14, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). During the Special Meeting, stockholders of the Company were asked to consider and vote upon one proposal, a proposal to authorize the Company’s Board of Directors to effect, in its discretion, a reverse stock split of all of the Company’s issued and outstanding common stock, par value $0.000666 per share (with no change to the authorized capital stock of the Company), at a specific ratio, ranging from one-for-five (1:5) to one-for-twenty (1:20), with the timing and ratio to be determined by the Board if effected.

 

The proposal was approved by over 92% of votes cast by the stockholders, by the votes set forth in the table below.

 

 

The proposal to approve the reverse split was a routine matter and, therefore, there were no broker non-votes relating to this matter.

 

 

On February 14, 2025 Comstock Inc. (the “Company”) authorized a one-for-ten (1:10) reverse stock split (the “Reverse Split”) for all issued and outstanding shares of the Company’s common stock, par value $0.000666 (the “Common Stock”).

 

Under Nevada law, because the Reverse Split was approved by the shareholders of the Company on February 14, 2025, in accordance with NRS Section 78.2055, the Company authorized the Reverse Split without correspondingly decreasing the number of authorized shares.

 

The board of directors of the Company approved this corporate action by resolutions adopted at a meeting duly held on February 14, 2025.

 

The Reverse Split will be effective for trading purposes at the market opening on February 25, 2025, at which time the Common Stock will begin trading on the NYSE American on a split-adjusted basis. The Common Stock will continue to trade under the symbol “LODE.” The new CUSIP number for the Common Stock post-Reverse Split will be 205750409.

 

The Company will round up to the next full share of the Common Stock any fractional shares that results from the Reverse Split.

 

A copy of the press release announcing the authorization of the Reverse Split is attached as Exhibit 99.1 to this Form 8-K.

 

 

d) Exhibits.

 

99.1 Press Release

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