Comstock Inc美股招股说明书(2026-01-28版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement is part of an effective registration statement filed with the Securities and Exchange Commission. This preliminaryprospectus supplement is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where the offer orsale is not permitted. Filed pursuant to Rule 424(b)(5)Registration No.: 333-291705 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 10, 2025) Shares of Common StockPre-Funded Warrants to Purchase up toShares of Common Stock We are offeringshares of our common stock, par value $0.000666 per share (the “Common Stock”) and, in lieu of CommonStock to investors that so choose, pre-funded warrants to purchaseshares of Common Stock (the “Pre-Funded Warrants”). Thepurchase price of each share of Common Stock (or Pre-Funded Warrant in lieu of Common Stock) is $per share or Pre-FundedWarrant (less in the case of the Pre-Funded Warrants, the nominal exercise price of US $0.001 per share of Common Stock issuableupon exercise of the Pre-Funded Warrant). Each Pre-Funded Warrant shall be exercisable at any time after its original issuance andshall terminate upon the exercise in full of such Pre-Funded Warrant. Our Common Stock is listed on the NYSE American under the symbol “LODE.” The last reported sale price of our Common Stock onthe NYSE American on January 27, 2026 was $3.60 per share. There is no established public trading market for the Pre-FundedWarrants, and we do not expect the market to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrantson the NYSE American, any other national securities exchange or any other nationally recognized trading system. Investing in our securities involves significant risk. Please read carefully the section entitled“Risk Factors”beginning on pageS-8of 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. (1)Consists of a cash fee of% of the aggregate gross proceeds in this offering. We have also agreed to reimburse TitanPartners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”) for certain expenses incurred inconnection with this offering. See “Underwriting” beginning on page S-13 of this prospectus supplement for additionalinformation with respect to the compensation we will pay the Underwriter.(2)The above summary of offering proceeds does not give effect to any proceeds from the exercise of the Pre-Funded Warrants being issued in this offering. We have granted the Underwriter an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditionalshares of our Common Stock, at the price to the public set forth above, less underwriting discounts andcommissions, to cover over-allotments, if any. Delivery of the shares offered hereby is expected to be made on or about, 2026, subject to satisfaction of certain customaryclosing conditions. Titan Partnersa division of American Capital Partners The date of this prospectus supplement is, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiCautionary Notice Regarding Forward-Looking StatementsS-iiiWhere You Can Find More InformationS-ivIncorporation of Certain Documents by ReferenceS-ivProspectus Supplement SummaryS-1The OfferingS-6Risk FactorsS-8Use of ProceedsS-10CapitalizationS-11Description of Securities Being OfferedS-12UnderwritingS-13Legal MattersS-20ExpertsS-20 Prospectus PageAbout This Prospectus1Where You Can find More Information1Incorporation of Certain Documents by Reference2Summary3Forward Looking Statements7Risk Factors7Use of Proceeds7Description of Common Stock7Description of Preferred Stock7Description of Debt Securities8Description of Rights11Description of Warrants12Description of Units13Legal Ownership of Securities14Plan of Distribution16Validity of the Securities17Experts17 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the U.S. Securities and ExchangeCommission, or the SEC, utilizing a “shelf” registration process. By using a shelf registration statement, we may offer shares ofCommon Stock, the Pre-Funded Warrants and the Underwriter Warrants (as defined below) under 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 provides generalinformation, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring