v3.25.1
Note 10 - Equity
3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 10         EQUITY

 

Issuance of Registered Shares of Common Stock

 

2025 Issuances

 

On February 3, 2025, the Company issued 66,035 registered shares of its common stock for debt-issuance costs equal to 3% of the principal amount of the 2025 Kips Bay Note with a fair value of $319,149 (see Note 8).

 

Issuance of Unregistered Shares of Common Stock 

 

2025 Issuances

 

During the three-months ended  March 31, 2025, the Company issued 35,366 shares of unregistered restricted shares of its common stock with a fair value of $142,422 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2022 and 2023 Notes (see Note 8)

 

During the three-months ended  March 31, 2025, pursuant to the 2025 Kips Bay Note, the Company issued 1,490,624 shares of the Company's common stock to Kips Bay with a fair value of $4,001,243 at an average conversion price of $2.68 (see Note 8)

 

On March 20, 2025, the Company issued 985,000 shares of unregistered restricted shares of its common stock with a fair value of $2,482,200 to American Science and Technology Corporation in accordance with a lease amendment (see Note 7).

 

On February 28, 2025, the Company issued 775,000 shares of unregistered restricted shares of its common stock with a fair value of $1,860,000 to the Former LINICO CEO in accordance with a LINICO acquisition-related payable (see Note 6).

 

On January 27, 2025, the Company issued 44,024 shares of unregistered restricted shares of its common stock for debt-issuance costs equal to 2% of the principal amount of the 2025 Kips Bay Note with a fair value of $212,766 (see Note 8)

 

2024 Issuances

 

On March 27, 2024, the Company issued 25,000 shares of unregistered restricted common stock with a fair value of $85,000 to ClearThink as payment for commitment fees under the 2024 ClearThink Agreement.

 

During the three-months ended March 31, 2024, the Company issued 23,961 shares of unregistered restricted shares of its common stock with a fair value of $116,603 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2022 and 2023 Notes (see Note 8)

 

On January 11, 2024, the Company issued 30,893 restricted shares of its common stock for debt-issuance costs with a fair value of $157,895 (see Note 8).

 

Noncontrolling Interest

 

On March 1, 2023, Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with the President of Comstock Metals (“Metals President”). As part of this agreement, the Metals President was to receive 20% of the equity in Comstock Metals, vesting evenly, over a five-year period which commenced on March 1, 2023 through March 1, 2028. On March 1, 2024, the first tranche vested reducing the Company’s ownership in Comstock Metals to 96% with a noncontrolling interest of 4%. On December 30, 2024, Comstock Metals the Metals President entered into a Rescission Agreement to rescind the Employment Agreement and cancel the Metals President vesting of equity in Comstock Metals. The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $91,156 during the year ended December 31, 2024. For the three-months ended March 31, 2025 and 2024, the Company recognized share-based compensation expense of $0 and $43,150, respectively, associated with the rescinded agreement. As of March 31, 2025 and December 31, 2024, the Company owned 100% of Comstock Metals.

 

Warrants

 

Outstanding warrants at March 31, 2025 and  December 31, 2024 are as follows:

  

Number of Warrants

  

Exercise Price

  

Expiration Date

GHF, Inc.

  20,000  $4.56  

December 31, 2025

GHF, Inc.

  50,000  $4.56  

December 31, 2025

GHF, Inc.

  50,000  $4.56  

December 31, 2025

Alvin Fund LLC

  100,000  $4.56  

December 31, 2025

Total Outstanding warrants

  220,000       

 

During the three-months ended March 31, 2025 and 2024, no warrants to purchase common stock were issued, exercised, or expired.