Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Company's Current Report on Form 8-K filed on August 12, 2025, Comstock Inc. (the "Company") entered into a Note Amendment Agreement, dated August 8, 2025 (the "First Amendment"), with Georges Trust (the "Noteholder"), amending certain terms of the Company's promissory note with the Noteholder in the remaining principal amount of $4,290,000 and due April 15, 2026 (the "Note").
Pursuant to the First Amendment, the Company issued 1,500,000 shares of the Company's common stock, par value $0.000666 per share, (the "LODE Shares") to the Noteholder in August 2025. On November 21, 2025, the Company filed a registration statement on Form S-3, which was declared effective on December 10, 2025, registering the resale of such LODE Shares. The net cash proceeds from the Noteholder's sale of the LODE Shares are to be applied to satisfy the Company's obligations under the Note. As of the date hereof, the value of the LODE Shares is more than the remaining principal amount of the Note. To the extent the net cash proceeds from the sale of the LODE Shares exceed the total amounts payable under the Note, the Noteholder is required to return all such excess LODE Shares and cash, as applicable, to the Company.
On March 30, 2026, the Company and the Noteholder entered into a Second Note Amendment Agreement (the "Second Amendment"), pursuant to which the parties agreed to extend the date by which the Company is required to pay any remaining balance due under the Note from April 15, 2026, to July 15, 2026. All other terms of the Note and the First Amendment remain substantially unchanged.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.