Comstock Inc美股招股说明书(2026-01-30版)

18,181,819 Shares of Common Stock We are offering 18,181,819 shares of our common stock, par value $0.000666 per share (the “Common Stock”). The purchase price ofeach share of Common Stock is $2.75 per share. 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. 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. Per ShareTotalOffering Price$2.7500$ 50,000,002Underwriter fees(1)$0.1925$3,500,000Proceeds, before expenses, to us$2.5575$ 46,500,002 (1)Consists of a cash fee of 7% of the aggregate gross proceeds in this offering. We have also agreed to reimburse Titan PartnersGroup LLC, a division of American Capital Partners, LLC (the “Underwriter”) for certain expenses incurred in connection withthis offering. See “Underwriting” beginning on page S-13 of this prospectus supplement for additional information with respect tothe compensation we will pay the Underwriter. We have granted the Underwriter an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditional 2,727,272 shares 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 January 30, 2026, subject to satisfaction of certain customaryclosing conditions. Titan Partnersa division of American Capital Partners The date of this prospectus supplement is January 28, 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 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 to bothdocuments combined. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should relyon this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date, for example, a document incorporated by reference in this prospectus supplement, the statement in thedocument having the later date modifies or supersedes the earlier statement as our business, financial condition, results of operationsand 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. We havenot, and the Underwriter has not, authorized any other person to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are not, and the Underwriter is not, making an offer to sell orsoliciting an offer to buy our securities in any jurisdiction where an offer or solicitation is not authorized or in which the personmaking that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. Youshouldassume that the information appearing in this p