Comstock Inc美股招股说明书(2025-12-11版)

Up to $100,000,000Common Stock We have entered into an At the Market Offering Agreement (the“Sales Agreement”), with Titan Partners Group LLC, a division ofAmerican Capital Partners, LLC (“Titan Partners”), dated November 21, 2025, relating to shares of our common stock, par value$0.000666 per share (the“Common Stock”), offered by this prospectus supplement. In accordance with the terms of the SalesAgreement, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $100,000,000 fromtime to time throughTitan Partners, acting as our sales agent. Sales of our Common Stock, if any, under this prospectus supplement may be made by any method permitted that is deemed an “atthe market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”). Titan Partners isnot required to sell any specific amount but will act as our sales agent and use commercially reasonable efforts to sell on our behalfthe shares of our Common Stock requested to be sold by us, consistent with its normal trading and sales practices, on mutuallyagreed terms between Titan Partners and us. There is no arrangement for funds to be received in escrow, trust or similararrangement. Titan Partners will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share of CommonStock sold through it as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of our Common Stockon our behalf, Titan Partners will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensationof Titan Partners will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Titan Partners with respect to certain liabilities, including liabilities under the Securities Act. See “Plan ofDistribution” beginning on pageS-11of this prospectus supplement regarding the compensation to be paid to Titan Partners. Our Common Stock is listed on the NYSE American under the symbol “LODE.”The last reported sale price of our Common Stockon the NYSE American on November 20, 2025 was $3.28 per share. Investing in our securities involves significant risk. Please read carefully the section entitled“Risk Factors”beginning onpageS-9of this prospectus supplement. Neither the Securities and Exchange Commission (the“Commission”) nor any state securities commission has approved ordisapproved of the securities or determined if this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. Titan Partners Groupa division of American Capital Partners The date of this prospectus supplement is December 10, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Where You Can Find More InformationS-2Incorporation of Certain Documents by ReferenceS-2Prospectus Supplement SummaryS-3Cautionary Notice Regarding Forward-Looking StatementsS-7The OfferingS-8Risk FactorsS-9Use of ProceedsS-10Description of Securities Being OfferedS-10Planof DistributionS-11Legal MattersS-12ExpertsS-12 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the U.S. Securities and ExchangeCommissionutilizing a “shelf” registration process. By using a shelf registration statement, we may offer shares of Common Stockunder this prospectus supplement. We provide information to you about this offering in two separate documents that are bound together: (1) this prospectussupplement, which describes the specific details regarding this offering; and (2) the accompanying prospectus, which providesgeneral information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referringto both documents combined. If information in this prospectus supplement is inconsistent with the accompanying prospectus, youshould rely on this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement inanother document having a later date, for example, a document incorporated by reference in this prospectus supplement, thestatement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition,results of operations and prospects may have changed since the earlier dates. You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement, theaccompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this offering. Wehave not, and Titan Partners has not, authorized any other person to provide you with different information. If anyone provides youwith different or inconsistent information, you should not rely on it. We are not, and the Investor is not, making an offer to sell orsoliciting an offer to buy our securities in any jurisdiction where a