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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cadiz Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz |
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| August 7, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 20, 2025 |
Exhibit 99.1 PRESS RELEASE Date: June 20, 2025 Cadiz Signs Second MOU for Hydrogen - Solar Development at Cadiz Ranch Clean energy and digital infrastructure projects at Cadiz expected to generate $7- $10 million per year in lease revenue and water supply sales, in addition to supporting sustainable water and farming operations and data center development. CADIZ, CALIFORNIA (06.20.25) – Cadiz Inc. |
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| June 20, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 13, 2025 As filed with the Securities and Exchange Commission on June 13, 2025 Registration No. |
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| June 13, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value |
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| June 13, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 14, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadi |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 28, 2025 |
2019 Equity Incentive Plan, as amended EXHIBIT 10.5 CADIZ INC. 2019 EQUITY INCENTIVE PLAN, AS AMENDED CADIZ INC. 2019 EQUITY INCENTIVE PLAN, AS AMENDED Page 1. Purpose 1 2. Definitions 2 3. Administration 7 4. Shares Subject to Plan 8 5. Eligibility; Per-Participant Limitations 9 6. Specific Terms of Awards 9 7. Certain Provisions Applicable to Awards 17 8. Change in Control 20 9. General Provision 22 CADIZ INC. 2019 EQUITY INCENTIVE P |
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| March 28, 2025 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| March 28, 2025 |
EXHIBIT 19.1 POLICY STATEMENT OF CADIZ INC. REGARDING INSIDER TRADING, CONFIDENTIALITY AND EXTERNAL COMMUNICATIONS 1. Purposes of Statement of Policy This Policy Statement is being distributed to officers, employees, directors and consultants of Cadiz Inc. and its subsidiaries (collectively, the "Company") in order to set forth for each of you of the Company’s policies concerning insider trading, |
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| March 28, 2025 |
Subsidiaries of the Registrant EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. ATEC Water Systems, LLC East Mojave Water Company, LLC Mojave Groundwater Storage Company, LLC Cadiz Fire Response Fund, Inc. |
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| March 10, 2025 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 10, 2025 |
Exhibit 10.1 Execution Version PLACEMENT AGENT AGREEMENT March 7, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: 1. Introduction. Cadiz, Inc., a Delaware corporation (the “Company”), proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) to sell to certain institutional investors (the “Purchasers”) up to |
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| March 7, 2025 |
Cadiz Inc. Announces $20 Million Registered Direct Offering Exhibit 99.1 PRESS RELEASE Date: March 7, 2025 Cadiz Inc. Announces $20 Million Registered Direct Offering LOS ANGELES, CA 03/7/25 /PRNewswire/ – Cadiz Inc. (NASDAQ: CDZI / CDZIP) (the “Company”), a California water solutions company, today announced that it has entered into a placement agent agreement for the purchase and sale of an aggregate of 5,715,000 shares of its common stock in a registere |
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| March 7, 2025 |
5,715,000 Shares Cadiz Inc. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281507 PROSPECTUS SUPPLEMENT (to Prospectus dated August 22, 2024) 5,715,000 Shares Cadiz Inc. Common Stock We are offering an aggregate of 5,715,000 shares of our common stock, par value $0.01 per share, to certain institutional and accredited investors in a registered direct offering pursuant to this prospectus supplement and the accompanying |
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| March 7, 2025 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 4, 2025 |
Exhibit 99.1 PRESS RELEASE Date: March 4, 2025 Cadiz Signs Letter of Agreement with a Lead Investor for an Investment of up to $175 Million in Mojave Groundwater Bank Project LOS ANGELES, CA 3.4.25 /PRNewswire/ – Cadiz, Inc. (NASDAQ: CDZI) (the “Company” or “Cadiz”) announced today that the Company has entered into a Letter of Agreement (“LOA”) with a lead investor to invest up to $175 million in |
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| March 4, 2025 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| December 6, 2024 |
SC 13G/A 1 cadiz13ga1-12062024.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cadiz Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 127537207 (CUSIP Number) November 5, 2024 (Date of Event which Requires Filing of this Statement) |
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| November 25, 2024 |
Exhibit 99.1 PRESS RELEASE Date: November 25, 2024 Lytton Rancheria of California Leads Tribal Investment in Cadiz Groundwater Banking Project $50 million investment in Mojave Groundwater Bank would be the largest investment in water infrastructure off tribal-lands by Native American Tribes in U.S. history LOS ANGELES, CA and WINDSOR, CA 11.25.24 /PRNewswire/ – Cadiz, Inc. (NASDAQ: CDZI) (the “Com |
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| November 25, 2024 |
Exhibit 99.2 LETTER OF INTENT This Letter of Intent (“LOI”) is intended to summarize proposed transactions between the Parties as described herein and as such does not represent nor constitute a binding commitment or agreement by any person or entity named herein. PARTIES I. LYTTON RANCHERIA of CALIFORNIA (“Lytton Rancheria” or “Tribe”) is a federally recognized Tribe with headquarters at 1500 Fal |
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| November 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 14, 2024 |
CDZI / Cadiz Inc. / 272 Capital LP - CADIZ INC Passive Investment SC 13G 1 p24-3161sc13g.htm CADIZ INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cadiz Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 127537207 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| November 14, 2024 |
EX-99.1 2 p24-3161exhibit991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag |
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| November 13, 2024 |
Successor Agent and Amendment Agreemen EXHIBIT 10.3 SUCCESSOR AGENT AND AMENDMENT AGREEMENT This SUCCESSOR AGENT AND AMENDMENT AGREEMENT (this “Agreement”) is dated as of July 23, 2024, by and among (1) CADIZ INC., a Delaware corporation (“Cadiz”), CADIZ REAL ESTATE LLC, a Delaware limited liability company (“CRE”), ATEC WATER SYSTEMS, LLC, a Delaware limited liability company (“ATEC”), OCTAGON PARTNERS LLC, a California limited liabil |
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| November 13, 2024 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q Table of Contents united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission Fi |
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| November 12, 2024 |
CDZI / Cadiz Inc. / Whitefort Capital Management, LP Passive Investment SC 13G 1 cadiz13g-11142024.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cadiz Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 127537207 (CUSIP Number) November 5, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| November 12, 2024 |
Exhibit 99.1 PRESS RELEASE Date: November 12, 2024 Cadiz to Purchase 180 Miles of New Pipeline Assets Steel from terminated Keystone XL Pipeline Project to be repurposed for water delivery as Company prepares for construction of groundwater banking project LOS ANGELES, CA 11.12.24 /PRNewswire/ – Cadiz, Inc. (NASDAQ: CDZI) (the “Company” or “Cadiz”) announced today that it has entered into an agree |
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| November 12, 2024 |
Exhibit 10.1 PURCHASE OPTION AGREEMENT This Purchase Option Agreement (this “Agreement”), dated as of November 10, 2024 (the “Effective Date”), is made by and among GMHR Acquisitions Co., LLC, a Delaware limited liability company (“GMHR”), LKM Industries, Inc., a Delaware corporation (“LKM”) (together with GMHR, “Owners”), NORTH WEST IRON & METAL LLC, a North Dakota limited liability company (“NWI |
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| November 12, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 6, 2024 |
SC 13D/A 1 ea0220249-13da6heeremacadiz.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Flori |
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| November 5, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 5, 2024 |
Exhibit 10.1 Execution Version PLACEMENT AGENT AGREEMENT November 4, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: 1. Introduction. Cadiz, Inc., a Delaware corporation (the “Company”), proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) to sell to certain institutional investors (the “Purchasers”) up to an aggre |
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| November 4, 2024 |
Cadiz Inc. 7,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-281507 PROSPECTUS SUPPLEMENT (to Prospectus dated August 13, 2024) Cadiz Inc. 7,000,000 Shares of Common Stock We are offering 7,000,000 shares of our common stock, par value $0.01 per share, to institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The purchase price for each share is $3.34. Our common |
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| November 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 4, 2024 |
Cadiz Inc. Announces $23 Million Registered Direct Offering Exhibit 99.1 PRESS RELEASE Date: November 4, 2024 Cadiz Inc. Announces $23 Million Registered Direct Offering LOS ANGELES, CA 11.04.24 /PRNewswire/ – Cadiz, Inc. (NASDAQ: CDZI / CDZIP), a California water solutions company, today announced that it has entered into a placement agent agreement for the purchase and sale of an aggregate of 7,000,000 shares of its common stock in a registered direct of |
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| November 4, 2024 |
1 Solutions We take a holistic approach to meet society’s pressing needs for long - term water security. |
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| October 31, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 23, 2024 |
RENEWABLE ENERGY SYSTEM SITE LEASE AND EASEMENT AGREEMENT Exhibit 99.2 RENEWABLE ENERGY SYSTEM SITE LEASE AND EASEMENT AGREEMENT This Renewable Energy System Site Lease and Easement Agreement (this “Lease”) is made and dated as of October 21, 2024 (“Effective Date”) by and between CADIZ REAL ESTATE LLC, a Delaware Limited Liability Company (“Landlord”), and RIC DEVELOPMENT, LLC, a Delaware limited liability company, or its designee (“Tenant”). Each of La |
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| October 23, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40579 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 23, 2024 |
Exhibit 99.1 PRESS RELEASE Date: October 23, 2024 Cadiz and RIC Energy Partner to Build the Largest Hydrogen Production Facility in California Hydrogen facility at Cadiz Ranch site to use 100% solar power to produce 50 tons of green hydrogen per day to fuel zero-emission trucks, cars and electricity LOS ANGELES, CALIFORNIA (10.23.24) – Cadiz, Inc. (NASDAQ: CDZI / CDZIP), a California water solutio |
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| September 19, 2024 |
Exhibit 99.1 PRESS RELEASE Date: September 19, 2024 Cadiz Inc. Expands Executive Team with Cathryn Rivera as Chief Operating Officer Rivera brings 25 years of senior management experience as the Company prepares to scale operations. LOS ANGELES, CALIFORNIA (09.19.24) – Cadiz, Inc. (NASDAQ: CDZI / CDZIP) (“Cadiz” or the “Company”), a California water solutions company, announced today the appointme |
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| September 19, 2024 |
Employment Agreement between Cadiz Inc. and Cathryn Rivera dated as of September 16, 2024. Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 16, 2024 (the “Effective Date”), by and between Cadiz Inc., a Delaware corporation (the “Company”) and Cathryn R. Rivera, an individual (“Rivera”). WHEREAS, Rivera has been appointed to serve as the Chief Operating Officer of the Company effective Sept 16, 2024, with the duties and respons |
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| September 19, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 333-280136 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 20, 2024 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 August 20, 2024 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Ms. Irene Barberena-Meissner Re: Cadiz Inc. Registration Statement on Form S-3 Filed August 13, 2024 File No. 333-281507 Ladies and Gentlemen: Pursuant to Rule 461 under the |
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| August 14, 2024 |
EXHIBIT 10.1 NORTHERN PIPELINE DELIVERY AGREEMENT This Agreement is made this 13th day of August 2024 (“Execution Date”) between Cadiz, Inc., a Delaware corporation, and its wholly owned subsidiary, Cadiz Real Estate LLC, a Delaware limited liability company (collectively, “Cadiz”), Fenner Gap Mutual Water Company, a California nonprofit mutual benefit corporation (“FGMWC”) and Cucamonga Valley Wa |
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| August 14, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration |
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| August 13, 2024 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz |
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| August 13, 2024 |
As filed with the Securities and Exchange Commission on August 13, 2024 As filed with the Securities and Exchange Commission on August 13, 2024 Registration No. |
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| August 13, 2024 |
Exhibit 4.2 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Sec |
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| August 13, 2024 |
Form of Subordinated Indenture Exhibit 4.3 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate |
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| August 13, 2024 | ||
| June 14, 2024 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 14, 2024 |
Amendment to Certificate of Incorporation Exhibit 3.1 |
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| June 12, 2024 |
EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value |
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| June 12, 2024 |
As filed with the Securities and Exchange Commission on June 12, 2024 As filed with the Securities and Exchange Commission on June 12, 2024 Registration No. |
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| June 12, 2024 |
Amendment to Cadiz Inc. Certificate of Incorporation dated June 11, 2024 Exhibit 4.3 |
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| May 14, 2024 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadi |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 19, 2024 |
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of April 16, 2024 (the “Effective Date”), by and between Cadiz Inc., a Delaware corporation (the "Company") and Susan P. Kennedy, an individual ("Kennedy"). WHEREAS, Kennedy is currently employed by the Company under the terms and conditions described in an emp |
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| April 19, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation |
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| April 19, 2024 |
Exhibit 10.1 AGREEMENT FOR THE DELIVERY OF WATER MADE AVAILABLE BY CADIZ, INC. AND FENNER GAP MUTUAL WATER COMPANY TO SOLOMON HILLS This Agreement is made this 18th day of April, 2024 (“Execution Date”) between Cadiz, Inc., a Delaware corporation, and its wholly owned subsidiary, Cadiz Real Estate LLC, a Delaware limited liability company (collectively, “Cadiz”), Fenner Gap Mutual Water Company, a |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 2, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation |
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| April 2, 2024 |
166,036 Shares of Common Stock Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-257159 PROSPECTUS SUPPLEMENT (to Prospectus dated June 25, 2021) 166,036 Shares of Common Stock Cadiz Inc. COMMON STOCK We are offering, pursuant to this prospectus supplement and accompanying base prospectus, 166,036 shares of our common stock, par value $0.01 per share (the “Consent Fee Shares”). The Consent Fee Shares are being off |
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| March 28, 2024 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| March 28, 2024 |
Cadiz Clawback and Forfeiture Policy EXHIBIT 97.1 CADIZ INC. CLAWBACK AND FORFEITURE POLICY The Board of Directors (the “Board”) of Cadiz Inc. (the “Company”) has adopted this Clawback and Forfeiture Policy (this “Policy”) to comply with Section 10D and Rule 10D-1 of the Exchange Act and the Listing Rules of The Nasdaq Stock Market (the “Rules”), and to establish the circumstances under which the Company shall seek recoupment and for |
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| March 28, 2024 |
Subsidiaries of the Registrant EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. ATEC Water Systems, LLC |
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| March 14, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation |
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| March 14, 2024 |
Key Terms for First Amendment to Option and GSWC’s Conditional Exercise of its Option |
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| March 6, 2024 |
Exhibit 10.3 AMENDMENT NO. 1 TO board observer and nomination right AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Board Observer and Nomination Right Agreement, originally dated as of March 23, 2022 (the “Agreement”), between Cadiz, Inc., a Delaware corporation (the “Company”) and Heerema International Group Services SA, a Société anonyme organized under the laws of Switzerland |
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| March 6, 2024 |
Exhibit 10.2 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 3 (this “Amendment”) to that certain Registration Rights Agreement, originally dated as of March 23, 2022 and amended by that certain Amendment No. 1 to Registration Rights Agreement dated as of November 14, 2022 and Amendment No. 2 to Registration Rights Agreement dated on or about January 30, 2023 (as amended, the “ |
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| March 6, 2024 |
Common Stock Purchase Warrant dated as of March 6, 2024 Exhibit 4.1 NEITHER THE OFFER NOR THE SALE OF THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA |
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| March 6, 2024 |
Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT and first amendment to security agreement This Third Amendment to Credit Agreement and First Amendment to Security Agreement (this “Amendment”) is entered into as of March 6, 2024, by and among CADIZ INC., a Delaware corporation (“Cadiz”), CADIZ REAL ESTATE LLC, a Delaware limited liability company (“CRE”), ATEC WATER SYSTEMS, LLC, |
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| March 6, 2024 |
Exhibit 99.1 PRESS RELEASE Date: March 6, 2024 Cadiz Closes Financing, Secures Development Capital For Water Supply Projects $57 million credit agreement includes $20 million to support development and construction of water supply projects before the next drought. LOS ANGELES, CALIFORNIA and GENEVA, SWITZERLAND, (03.06.24) – Cadiz, Inc. (NASDAQ: CDZI / CDZIP, the “Company”) announced today that it |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation |
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| March 6, 2024 |
SC 13D/A 1 ea0201256-13da5heeremacadiz.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Flori |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat |
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| March 4, 2024 | ||
| March 4, 2024 |
\ |
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| March 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2023 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat |
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| December 22, 2023 |
CDZI / Cadiz Inc. / Odey Asset Management LLP - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…10.4 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cadiz Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 127537207 (CUSIP Number) December 22, 2023* |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporat |
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| December 18, 2023 |
EXHIBIT 99.1 PRESS RELEASE Date: December 15, 2023 BLM Approves MLA Right-of-Way Grant to Cadiz for Northern Pipeline Assignment of MLA ROW Grant Clears Title for Financing Los Angeles, CALIFORNIA (12.15.23) - Cadiz, Inc. (NASDAQ: CDZI/CDZIP, the “Company”) is pleased to announce that today the U.S. Bureau of Land Management (“BLM”) issued a final decision approving the assignment of a Mineral Lea |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 Cadiz Inc. (Exact name of registrant as specified in its charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of (Commission (I.R.S. Employer incorporati |
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| December 8, 2023 |
PRESS RELEASE Date: December 7, 2023 Cadiz to Expand Executive Team in 2024 Executive Chair, Susan Kennedy, to Step into Full-time Role as CEO, Water-law Expert Scott Slater to continue Serving as Senior Advisor, and the Company to Create Two New Executive Positions as Project Development Ramps Up Los Angeles, CALIFORNIA (12. |
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| November 13, 2023 |
EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among CADIZ INC., a Delaware corporation (“Cadiz”), and CADIZ REAL ESTATE LLC, a Delaware limited liability company (“CRE”; together with Cadiz, collectively, the “Borrowers”, and each, a “Borrower”), B. RILEY SECURITIES, INC., as administrati |
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| November 13, 2023 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 |
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| November 13, 2023 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 13, 2023 |
EXHIBIT 99.1 PRESS RELEASE Date: November 13, 2023 Cadiz Marks One Year Anniversary of ATEC Acquisition ATEC Water Systems Revenues Expected to top $12 Million in FY 2024 Los Angeles, CALIFORNIA (11.13.23) - Today, Cadiz, Inc. (NASDAQ: CDZI/CDZIP) is pleased to mark the one-year anniversary of its acquisition of our water treatment operating subsidiary ATEC Water Systems, L.L.C. (“ATEC”), a leadin |
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| November 7, 2023 |
EXHIBIT 99.1 PRESS RELEASE Date: November 2, 2023 Cadiz Signs Agreement with San Bernardino County and Water Project Agencies to Reserve Water Supply for Desert Communities CADIZ, CALIFORNIA (11.2.23) - Cadiz, Inc. (NASDAQ: CDZI/CDZIP) announced today that the Company entered into a binding agreement with San Bernardino County, Santa Margarita Water District (“SMWD”) and Fenner Gap Mutual Water Co |
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| November 7, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| November 7, 2023 |
EXHIBIT 10.1 FIRST AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING BY AND AMONG THE SANTA MARGARITA WATER DISTRICT, CADIZ INC., FENNER GAP MUTUAL WATER COMPANY AND SAN BERNARDINO COUNTY Related to County Ordinance for Desert Groundwater Management This First Amendment (“Amendment”) to the Memorandum of Understanding (“MOU”) entered into by and between Santa Margarita Water District, a California wate |
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| August 10, 2023 | ||
| August 10, 2023 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz |
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| July 17, 2023 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Florissant 81 1206 Geneve Switzerland Attention: Jacobus Muller Tel: + 41 22 704 |
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| June 26, 2023 |
Amendment to Certificate of Incorporation Exhibit 3.1 |
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| June 26, 2023 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 25, 2023 |
EXHIBIT 99.1 SUMMARY OF KEY TERMS: BETWEEN ANTELOPE VALLEY – EAST KERN WATER AGENCY (“AVEK”) AND FENNER GAP MUTUAL WATER COMPANY. (“FGMWC”) MAY 24TH, 2023 1. AVEK is a wholesale water agency that supplies supplemental water to various communities, retail water suppliers, and agricultural customers within its service area. 2. AVEK is a State Water Project contractor and is a Board Member of the Wat |
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| May 25, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| May 17, 2023 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 May 17, 2023 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Cheryl Brown, Staff Attorney Re: Cadiz Inc. Registration Statement on Form S-3 Filed May 10, 2023 File No. 333-271807 Ladies and Gentlemen: Pursuant to Rule 461 under the Secur |
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| May 15, 2023 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadi |
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| May 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common Stock |
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| May 10, 2023 |
Cadiz Certificate of Incorporation, as amended. Exhibit 3.1 |
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| May 10, 2023 |
As filed with the Securities and Exchange Commission on May 10, 2023 As filed with the Securities and Exchange Commission on May 10, 2023 Registration No. |
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| May 10, 2023 |
EXHIBIT 3.2 BYLAWS OF CADIZ, INC. Article I. CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the corporation at such location shall be the Corporation Trust Company. 1.2 Principal Offices. The Board of Direct |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 30, 2023 |
EXHIBIT 10.44 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of October 21, 2022, is entered into between ATEC Systems, Inc., a California corporation ("Seller"), David Ketchum ("David") and Donna Ketchum ("Donna", and David and Donna each an "Owner," and collectively, the "Owners," and, together with Seller, "Sellers"), and Cadiz, Inc., a Delaware corporation, |
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| March 30, 2023 |
EXHIBIT 10.45 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATEC WATER SYSTEMS, LLC This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of ATEC Water Systems, LLC, a Delaware limited liability company (the “Company”), dated as of November 6 , 2022 (the “Effective Date”), is entered into by and among the Members (as defined below) and amends and restates in |
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| March 30, 2023 |
Subsidiaries of the Registrant EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. ATEC Water Systems, LLC |
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| March 30, 2023 |
Form of Amendment No. 2 to Registration Rights Agreement EXHBIT 10.43 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Registration Rights Agreement, originally dated as of March 23, 2022 and amended by that certain Amendment No. 1 to Registration Rights Agreement dated as November 14, 2022 (the “Agreement”), between Cadiz, Inc., a Delaware corporation (the “Company”) and those undersigned parties |
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| March 30, 2023 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of incorporation) (Commission file number) |
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| February 8, 2023 |
Exhibit 10.2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, Suite 2200 Los Angeles, California 90071 Attn: David V. Chang FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING THIS FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING |
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| February 8, 2023 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this “Amendment”) is entered into as of February 2, 2023, by and among Cadiz Inc., a Delaware corporation (“Cadiz”), and Cadiz Real Estate LLC, a Delaware limited liability company (“CRE”; together with Cadiz, collectively, the “Borrowers”, and each, a “Borrower”), B. RILEY SECURITIES, INC. |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Florissant 81 1206 Geneve Switzerland Attention: Jacobus Muller Tel: + 41 22 704 |
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| February 1, 2023 |
10,500,000 Shares of Common Stock Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-257159 PROSPECTUS SUPPLEMENT (to Prospectus dated June 25, 2021) 10,500,000 Shares of Common Stock Cadiz Inc. COMMON STOCK We are offering 10,500,000 shares of our common stock, par value $0.01 per share, to institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The purchase price for each shar |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2023 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of incorporation) (Commission file number) |
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| January 31, 2023 |
Exhibit 10.1 Execution Version PLACEMENT AGENT AGREEMENT January 30, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: 1. Introduction. Cadiz, Inc., a Delaware corporation (the “Company”), proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) to sell to certain institutional investors (the “Purchasers”) up to an aggre |
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| January 31, 2023 |
Exhibit 99.1 PRESS RELEASE Date: January 31, 2023 CADIZ INC. ANNOUNCES $40 MILLION REGISTERED DIRECT OFFERING BACKED BY LARGEST SHAREHOLDERS Heerema IGS and Odey Asset Management lead investment in Cadiz to accelerate development of clean, affordable water supply, reduce Company debt LOS ANGELES, January 31, 2023 — Cadiz Inc. (NASDAQ: CDZI, CDZIP) (“Cadiz,” the “Company”) today announced that it h |
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| November 14, 2022 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 |
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| November 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of incorporation) (Commission file number) |
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| November 10, 2022 |
5,000,000 Shares of common stock Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-257159 PROSPECTUS SUPPLEMENT (to Prospectus dated June 25, 2021) 5,000,000 Shares of common stock Cadiz Inc. COMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 5,000,000 shares of our common stock to institutional investors at a price of $2.00 per share. A summary of the offering terms |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Florissant 81 1206 Geneve Switzerland Attention: Jack Muller Tel: + 41 22 704 13 |
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| November 10, 2022 |
Exhibit 99.1 PRESS RELEASE Date: November 10, 2022 CADIZ INC. ANNOUNCES $10 MILLION DIRECT PLACEMENT LED BY LARGEST INVESTORS Heerema International Group Services Leads Investment LOS ANGELES, November 10, 2022 ? Cadiz Inc. (NASDAQ: CDZI, CDZIP) (?Cadiz,? the ?Company?) today announced that it has entered into a securities purchase agreement for a registered direct offering (?Offering?) of 5 milli |
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| November 10, 2022 |
Form of Amendment No. 1 to Registration Rights Agreement Exhibit 10.2 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 (this ?Amendment?) to that certain Registration Rights Agreement, dated as of March 23, 2022 (the ?Agreement?), between Cadiz, Inc., a Delaware corporation (the ?Company?) and those undersigned parties listed under Holders on the signature page thereto, is entered into as of November [], 2022 (the ?Amendment Date?). |
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| November 10, 2022 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the ?Agreement?) is made as of November 9, 2022 by and among the parties set forth on Exhibit A hereof (together, the ?Purchasers?) and Cadiz, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, the Purchasers desire to purchase from the Company and the Company desires to sell to the Purchasers an aggregate |
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| September 14, 2022 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 12, 2022 |
2019 Equity Incentive Plan, as amended EXHIBIT 10.1 CADIZ INC. 2019 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this 2019 EQUITY INCENTIVE PLAN (as amended from time to time, the ?Plan?) is to assist Cadiz Inc., a Delaware corporation, and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons w |
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| August 12, 2022 |
EXHIBIT 3.2 BYLAWS OF CADIZ, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the corporation at such location shall be the Corporation Trust Company. 1.2 Principal Offices. The Board of Directo |
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| August 12, 2022 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ?? to ??. Commission File Number 0-12114 Cadiz |
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| August 12, 2022 |
Cadiz Certificate of Incorporation, as amended EXHIBIT 3.1 |
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| August 5, 2022 |
CDZI / Cadiz Inc / Odey Asset Management Group Ltd Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response…10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Cadiz Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 127537207 (CUSIP Number) August 2, 2022** (Date |
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| August 5, 2022 |
Exhibit 99.2 POWER OF ATTORNEY The undersigned (the "Principal") hereby constitutes and appoints each of Rupert Brown, Michael Ede, Neil Cowhig, Nyansa Corrah and Lee Markwood (each, an "Agent"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or authorized signatory of each of |
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| August 5, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 5, 2022, is by and among Odey Asset Management LLP, Odey Asset Management Group Ltd, Odey Holdings Ltd and Robin Crispin William Odey (collectively, the ?Filers?). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect |
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| August 4, 2022 |
EXHIBIT 99.1 PRESS RELEASE Date: August 4, 2022 CADIZ INC. ANNOUNCES AN AGREEMENT TO PROVIDE WATER TO THE SALTON SEA AUTHORITY AND TORRES MARTINEZ DESERT CAHUILLA INDIANS ? Public-private partnership will dedicate 5,000 acre-feet of water per year for 50 years to the Salton Sea Authority and Torres Martinez Tribe and provide up to $5 million in financing for water-pipeline infrastructure and water |
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| August 4, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| August 3, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value |
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| August 3, 2022 |
As filed with the Securities and Exchange Commission on August 3, 2022 S-8 1 cdzi20220803s8.htm As filed with the Securities and Exchange Commission on August 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (IRS Employer incorporation |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| July 18, 2022 |
EXHIBIT 3.2 AMENDMENT TO BYLAWS OF CADIZ INC. The bylaws of Cadiz Inc., a Delaware corporation, are hereby amended as follows: 1. The Bylaws are hereby amended delete the text of Section 2.3 thereof in its entirety and insert the following in lieu thereof: ?a. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation (including any certificate filed with the |
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| July 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| July 18, 2022 |
Amendment to Certificate of Incorporation EXHIBIT 3.1 |
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| May 26, 2022 |
DEF 14A 1 cdzi20220526def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O |
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| May 16, 2022 |
PRE 14A 1 cdzi20220516pre14a.htm FORM PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O |
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| May 12, 2022 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadi |
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| April 20, 2022 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| April 12, 2022 |
CDZI / Cadiz Inc / LC CAPITAL MASTER FUND LTD - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 ca57731609-sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1 – Exit Filing)* Cadiz Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 127537207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Che |
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| March 29, 2022 |
EXHIBIT 3.2 BYLAWS OF CADIZ, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the corporation at such location shall be the Corporation Trust Company. 1.2 Principal Offices. The Board of Directo |
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| March 29, 2022 |
Subsidiaries of the Registrant EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. |
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| March 29, 2022 |
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 EX-4.4 3 ex351471.htm EXHIBIT 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the Common Stock, $0.01 par value (the “Common Stock”) and depositary shares of Cadiz Inc. (“our”, “we”, or the “Company”). The Common |
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| March 29, 2022 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| March 29, 2022 |
SC 13D/A 1 ea157533-13da1heeremacadiz.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Floris |
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| March 22, 2022 |
6,857,140 Shares of common stock Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-257159 PROSPECTUS SUPPLEMENT (to Prospectus dated June 25, 2021) 6,857,140 Shares of common stock Cadiz Inc. COMMON STOCK We are offering 6,857,140 shares of our common stock to institutional and individual investors pursuant to this prospectus supplement and the accompanying prospectus. A summary of the offering terms is set forth be |
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| March 21, 2022 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the ?Agreement?) is made as of March 20, 2022 by and among the parties set forth on Exhibit A hereof (together, the ?Purchasers?) and Cadiz, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, the Purchasers desire to purchase from the Company and the Company desires to sell to the Purchasers an aggregate of |
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| March 21, 2022 |
Exhibit 99.1 PRESS RELEASE Date: March 21, 2022 Cadiz Announces New $12 Million Equity Investment from Registered Direct Offering of Common Stock Heerema International Group Services SA leading offering with $5 million investment Offering Priced at-the-Market LOS ANGELES, March 21, 2022 /PRNewswire/ - Cadiz Inc. (Nasdaq: CDZI/CDZIP) ("Cadiz" or the "Company"), today announced that it has entered i |
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| March 21, 2022 |
Form of Registration Rights Agreement EXhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March [], 2022, is made and entered into by and among Cadiz, Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Holder on the signature page hereto (each such party and any person or entity who hereafter becomes a party to this Agreement pursuant to Sect |
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| March 21, 2022 |
Form of Board Observer and Nomination Right Agreement Exhibit 10.2 Board Observer and Nomination Right Agreement This agreement (the ?Agreement?) is made effective as of March , 2022, by Cadiz Inc., a Delaware corporation (the ?Company?), and Heerema International Group Services SA, a Soci?t? anonyme organized under the laws of Switzerland (the ?Investor?). WHEREAS, pursuant to and subject to the terms and conditions of that certain Securities Purcha |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of incorporation) (Commission file number) (I |
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| February 8, 2022 |
Letter from Cadiz Inc. to Keith Brackpool dated as of February 4, 2022 EXHIBIT 10.2 February 4, 2022 Keith Brackpool 550 South Hope Street, Suite 2850 Los Angeles, CA 90071 Dear Keith, This letter will confirm that, effective upon the appointment of Ms. Susan Kennedy as Executive Chair of the Board, you have kindly agreed to continue to take the lead on financing and lender relationships for the Board and serve as a non-executive Board member at the current compensat |
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| February 8, 2022 |
Employment Agreement between Cadiz Inc. and Susan P. Kennedy dated as of February 4, 2022 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of February 4, 2022 (the ?Effective Date?), by and between Cadiz Inc., a Delaware corporation (the "Company") and Susan P. Kennedy, an individual ("Kennedy"). WHEREAS, the Company and Kennedy desire to enter into this Agreement in order to set forth all of the terms and conditions pursuant to which Ken |
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| February 8, 2022 |
SUSAN KENNEDY APPOINTED EXECUTIVE CHAIR OF CADIZ INC. EXHIBIT 99.1 PRESS RELEASE Date: February 8, 2022 SUSAN KENNEDY APPOINTED EXECUTIVE CHAIR OF CADIZ INC. LOS ANGELES, February 8, 2022 (PRNewswire) - Cadiz Inc. (Nasdaq: CDZI/CDZIP) (?Cadiz? or the ?Company?) today announced that its Board of Directors has appointed Susan Kennedy to serve as executive Chair of the Company. Kennedy steps into the role Cadiz founder Keith Brackpool has held since 200 |
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| February 8, 2022 |
UNITED STATES Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2022 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 3, 2022 |
CDZI / Cadiz Inc / Hoving & Partners S.A. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4) Under the Securities Exchange Act of 1934 Cadiz Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127537207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| December 3, 2021 |
CDZI / Cadiz Inc / Heerema International Group Services SA - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cadiz Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 127537207 (CUSIP Number) Heerema International Group Services S.A. Route de Florissant 81 1206 Geneve Switzerland Attention: Jack Muller Tel: + 41 22 704 13 50 with a copy to |
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| November 12, 2021 |
United States Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q United States Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ?? to ??. Commission File Number 0-12114 |
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| August 13, 2021 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ?? to ??. Commission File Number 0-12114 Cadiz |
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| July 7, 2021 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-257159 PROSPECTUS SUPPLEMENT (To Prospectus dated June 25, 2021) Cadiz Inc. Common Stock Warrants to Purchase Common Stock Depositary Shares (Each Representing 1/1000th of a Share of 8.875% Series A Cumulative Perpetual Preferred Stock) We and Cadiz Real Estate LLC, as borrowers, are parties to a senior secured credit agreement (the ?Credit Agr |
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| July 7, 2021 |
Exhibit 10.1 $50,000,000 CREDIT AGREEMENT among CADIZ INC. and CADIZ REAL ESTATE LLC, as Borrowers, The Several Lenders from Time to Time Parties Hereto, and B. Riley Securities, Inc., as Agent Dated as of July 2, 2021 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 15 1.3 Changes in Accounting Principles 16 SECTION 2. AMOUNT AND TERMS OF LOANS |
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| July 7, 2021 |
Warrant No. W-1 to Purchase Common Stock of Cadiz Inc. dated as of July 2, 2021 EX-10.4 6 ea143812ex10-4cadiz.htm WARRANT NO. W-1 TO PURCHASE COMMON STOCK OF CADIZ INC. DATED AS OF JULY 2, 2021 Exhibit 10.4 WARRANT to Purchase Common Stock of Cadiz Inc. Warrant No. W-1 Original Issue Date: July 2, 2021 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT |
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| July 7, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 CADIZ INC. |
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| July 7, 2021 |
Warrant No. W-2 to Purchase Common Stock of Cadiz Inc. dated as of July 2, 2021 Exhibit 10.5 WARRANT to Purchase Common Stock of Cadiz Inc. Warrant No. W-2 Original Issue Date: July 2, 2021 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS |
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| July 7, 2021 |
Exhibit 10.3 RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Morgan, Lewis & Bockius LLP 300 South Grand Avenue, 22nd Floor Los Angeles, CA 90071-3132 Attn: David V. Chang (Space above for recorder?s use) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING Dated as of July 2, 2021 Cadiz Inc., Cadiz Real Estate LLC, and Octagon Partners LLC, |
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| July 7, 2021 |
Exhibit 10.2 SECURITY AGREEMENT made by CADIZ INC. and CADIZ REAL ESTATE LLC, as Loan Parties, in favor of B. Riley Securities, Inc., as Agent Dated as of July 2, 2021 TABLE OF CONTENTS Page Section 1 DEFINED TERMS 1.1 Definitions 1 1.2 Other Definitional Provisions 3 Section 2 GRANT OF SECURITY INTEREST Section 3 REPRESENTATIONS AND WARRANTIES 3.1 Title; No Other Liens 5 3.2 Perfected First Prior |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): June 29, 2021 CADIZ INC. (Exact Name of Registrant as Specified in Charter) delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CADIZ INC. (Exact name of registrant as specified in its charter) Delaware 77-0313235 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 550 South H |
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| July 2, 2021 |
EX-1.1 2 ea143676ex1-1cadizinc.htm UNDERWRITING AGREEMENT, DATED AS OF JUNE 29, 2021, BY AND AMONG THE COMPANY AND B. RILEY SECURITIES, INC., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED THEREIN Exhibit 1.1 EXECUTION COPY 2,000,000 Depositary Shares CADIZ INC. 8.875% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK (PAR VALUE 0.01 PER SHARE) UNDERWRITING AGREEMENT June 29, 2021 June 29, 2021 B |
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| July 2, 2021 |
Certificate of Designation of 8.875% Series A Cumulative Perpetual Preferred Stock of Cadiz Inc. EX-3.1 3 ea143676ex3-1cadizinc.htm CERTIFICATE OF DESIGNATION OF 8.875% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK OF CADIZ INC Exhibit 3.1 CERTIFICATE OF DESIGNATION OF 8.875% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK OF CADIZ INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Cadiz Inc., a corporation organized and existing under the General Corporation L |
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| July 2, 2021 |
Exhibit 4.1 DEPOSIT AGREEMENT Dated July 2, 2021 CADIZ INC. AS ISSUER, -and- CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS DEPOSITARY, TRANSFER AGENT AND REGISTRAR RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 8.875% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK TABLE OF CONTENTS Article I DEFINITIONS 1 Article II FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY |
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| July 1, 2021 |
424B5 1 ea143616-424b5cadiz.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-257159 PROSPECTUS SUPPLEMENT (To Prospectus dated June 25, 2021) Cadiz Inc. 2,000,000 Depositary Shares Each Representing 1/1000th of a Share of 8.875% Series A Cumulative Perpetual Preferred Stock (Liquidation Preference Equivalent to $25.00 Per Depositary Share) 8.875% Series A Cumulative |
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| June 30, 2021 |
Filed pursuant to Rule 433 Registration No. 333-257159 Issuer Free Writing Prospectus Supplementing the Preliminary Prospectus Supplement dated June 28, 2021 CADIZ INC. 2,000,000 Depositary Shares Each Representing a 1/1000th Interest in a Share of 8.875% Series A Cumulative Perpetual Preferred Stock (Liquidation Amount of $25.00 Per Depositary Share) Final Term Sheet Issuer: Cadiz Inc. Securities |
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| June 28, 2021 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-257159 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. SUBJECT |
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| June 23, 2021 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 June 23, 2021 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Mr. Timothy Collins Re: Cadiz Inc. Registration Statement on Form S-3 Filed June 17, 2021 File No. 333-257159 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities A |
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| June 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2021 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| June 17, 2021 |
Exhibit 4.2 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Sec |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2021 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| June 17, 2021 |
Form of Subordinated Indenture EX-4.3 3 ea142801ex4-3cadizinc.htm FORM OF SUBORDINATED INDENTURE Exhibit 4.3 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Secu |
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| June 17, 2021 |
As filed with the Securities and Exchange Commission on June 17, 2021 As filed with the Securities and Exchange Commission on June 17, 2021 Registration No. |
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| June 4, 2021 |
1,219,512 Shares of Common Stock Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-228433 PROSPECTUS SUPPLEMENT (to Prospectus dated November 26, 2018) 1,219,512 Shares of Common Stock Cadiz Inc. COMMON STOCK We are offering 1,219,512 shares of our common stock to institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The purchase price for each share is $12.30. Our common st |
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| June 3, 2021 |
EX-10.1 3 ea142114ex10-1cadizinc.htm PLACEMENT AGENT AGREEMENT, DATED AS OF JUNE 2, 2021, BY AND BETWEEN CADIZ INC. AND B. RILEY SECURITIES, INC Exhibit 10.1 EXECUTION VERSION PLACEMENT AGENT AGREEMENT June 2, 2021 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: 1. Introduction. Cadiz, Inc., a Delaware corporation (the “Company”), proposes, pursuant t |
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| June 3, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2021 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| May 17, 2021 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ?? to ??. Commission File Number 0-12114 Cadi |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 26, 2021 |
EXHIBIT 10.41 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this ?Agreement?) is entered into as of March 24, 2021, by and among Cadiz Inc., a Delaware corporation (?Cadiz?), Cadiz Real Estate LLC, a Delaware limited liability company (?CRE?; together with Cadiz, the ?Borrowers?), Apollo Special Situations Fund, L.P. (the ?Lender?) and the Agent (as defined below), |
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| March 26, 2021 |
Subsidiaries of the Registrant EX-21.1 4 ex237066.htm EXHIBIT 21.1 EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. |
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| March 26, 2021 |
EXHIBIT 4.3 AMENDMENT NO. 2 TO WARRANT This AMENDMENT NO. 2 TO WARRANT (this “Amendment”) is entered into as of March 24, 2021, by and among Cadiz Inc., a Delaware corporation (the “Company”), and Apollo Special Situations Fund, L.P. (“Investor”), with reference to the following: A. The Company and Investor are parties to that certain Credit Agreement, dated as of May 1, 2017 (as amended by the Wa |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2021 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| March 26, 2021 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2020 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ?? to ??. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| March 26, 2021 |
PRESS RELEASE Date: March 25, 2021 CADIZ INC. ANNOUNCES APPOINTMENT OF SUSAN P. KENNEDY TO ITS BOARD OF DIRECTORS Kennedy brings more than 30 years of public and private sector experience and background in sustainable resource management, including her former role as Commissioner of the California Public Utilities Commission and Member of the California Bay-Delta Authority (Los Angeles, California |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3) Under the Securities Exchange Act of 1934 Cadiz Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 127537207 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. |
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| December 23, 2020 |
Other Events - CURRENT REPORT ON FORM 8-K united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 10, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| December 10, 2020 |
EXHIBIT 10.1 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT between EL PASO NATURAL GAS COMPANY, L.L.C. (EPNG) and CADIZ, INC. (Cadiz) DATED: December 31, 2018 AMENDED: December 4, 2020 Retained Pipeline SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT (this ?Amendment?) TO THE PURCHASE AND SALE AGREEMENT, dated December 31, 2018, is made effective this 4th day of December, 2 |
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| November 5, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 |
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| August 12, 2020 |
As filed with the Securities and Exchange Commission on August 12, 2020 Registration No. |
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| August 12, 2020 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 August 12, 2020 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Ms. Irene Barberena-Meissner Re: Cadiz Inc. Registration Statement on Form S-3 Filed August 3, 2020 File No. 333-240284 Ladies and Gentlemen: Pursuant to Rule 461 under the |
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| August 7, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz |
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| August 3, 2020 |
Power of Attorney (included on signature page).** As filed with the Securities and Exchange Commission on July 31, 2020 Registration No. |
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| August 3, 2020 |
Form of Subordinated Indenture Exhibit 4.3 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate |
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| August 3, 2020 |
Exhibit 1.1 Execution Version CADIZ INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement July 31, 2020 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Cadiz Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follows: 1. Issuance and Sale of |
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| August 3, 2020 |
Exhibit 4.2 Cadiz Inc., Issuer AND [Name of Trustee], Trustee INDENTURE Dated as of [ ] Senior Debt Securities TABLE OF CONTENTS Page Article 1. DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2. ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Sec |
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| August 3, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2020 CADIZ INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-12114 77-0313235 (State or other jurisdiction of incorporation) (Commission file number) (IR |
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| August 3, 2020 |
$30,000,000 Cadiz Inc. COMMON STOCK Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-228433 PROSPECTUS SUPPLEMENT (to Prospectus dated November 26, 2018) $30,000,000 Cadiz Inc. COMMON STOCK We have entered into an At Market Issuance Sales Agreement, or the “sales agreement,” with B. Riley Securities, Inc., or the “Agent,” relating to our common stock offered by this prospectus supplement. In accordance with the terms |
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| June 22, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 22, 2020 |
EXHIBIT 99.1 PRESS RELEASE Date: May 21, 2020 CADIZ INC. EXPANDS MANAGEMENT TEAM TO SUPPORT BURGEONING OPERATIONS Company appoints Tim Shaheen to new Director of Development role and names new CFO as operations focus on expansion of agriculture development and complementary water infrastructure (Los Angeles, CA) – Cadiz Inc. (NASDAQ: CDZI) (“Cadiz”, the “Company”) announced today that it has expan |
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| May 22, 2020 |
Employment Agreement between Cadiz Inc. and Stanley E. Speer dated as of May 21, 2020 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 21, 2020 (the “Effective Date”), by and between Cadiz Inc., a Delaware corporation (the "Company") and Stanley E. Speer, an individual ("Speer"). WHEREAS, the Company and Speer desire to enter into this Agreement in order to set forth all of the terms and conditions pursuant to which Speer shall |
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| May 22, 2020 |
EXHIBT 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into as of May 21, 2020 among Cadiz Inc., a Delaware corporation (the “Company”) and Timothy J. Shaheen (“Shaheen”). The parties to this Amendment No. 2 are hereinafter sometimes referred to collectively as the "Parties". RECITALS |
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| May 22, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| May 7, 2020 |
EX-10.1 2 exh10-1.htm AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of March 10, 2020 among Cadiz Inc., a Delaware corporation (the “Company”) and Timothy J. Shaheen (“Shaheen”). The parties to this Amendment are |
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| May 7, 2020 |
Quarterly Report - QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2020 united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2020 OR □ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadi |
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| May 7, 2020 |
EX-10.7 3 exh10-7.htm FIRST AMENDMENT TO AGRICULTURAL LEASE EXHIBIT 10.7 FIRST AMENDMENT TO AGRICULTURAL LEASE THIS FIRST AMENDMENT TO AGRICULTURAL LEASE (this “Amendment”) is made as of March 1, 2020 (the “Effective Date”) by and between CADIZ REAL ESTATE LLC, a Delaware limited liability company (“Cadiz”), as lessor, and SOCAL HEMP JV LLC, a Delaware limited liability company (“SCHJV”), as lesse |
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| April 24, 2020 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 April 24, 2020 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Ms. Anuja A. Majmudar Ms. Laura Nicholson Re: Cadiz Inc. Registration Statement on Form S-3 Filed March 23, 2020 File No. 333-237352 Ladies and Gentlemen: Pursuant to Rule 46 |
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| April 22, 2020 |
CDZI / Cadiz, Inc. DEF 14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 13, 2020 |
CDZI / Cadiz, Inc. S-3/A - - AMENDMENT NO. 1 FORM S-3 As filed with the Securities and Exchange Commission on April 10, 2020 Registration No. |
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| April 10, 2020 |
CADIZ INC. 550 South Hope Street Suite 2850 Los Angeles, California 90071 April 10, 2020 SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Ms. Anuja A. Majmudar Ms. Laura Nicholson Re: Cadiz Inc. Registration Statement on Form S-3 Filed March 23, 2020 File No. 333-237352 Ladies and Gentlemen: This letter is subm |
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| March 23, 2020 |
As filed with the Securities and Exchange Commission on March 23, 2020 Registration No. |
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| March 13, 2020 |
EXHIBIT 4.2 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following statements relating to the capital stock of Cadiz Inc. (“our”, “we” or the “Company”) do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, the provisions of the Certificate of Incorporation, as amended, or the "Certificate," and B |
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| March 13, 2020 |
Subsidiaries of the Registrant EXHIBIT 21.1 CADIZ INC. SUBSIDIARIES OF THE COMPANY Cadiz Real Estate LLC Rancho Cadiz Mutual Water Company SWI Estate, Inc. |
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| March 13, 2020 |
Cadiz Certificate of Incorporation, as amended. (2) EX-3.1 2 exh3-1.htm CADIZ CERTIFICATE OF INCORPORATION, AS AMENDED EXHIBIT 3.1 |
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| March 13, 2020 |
EXHIBIT 3.2 BYLAWS OF CADIZ, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. - The registered office of the corporation shall be Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the corporation at such location shall be the Corporation Trust Company. 1.2 Principal Offices. - The Board of Dir |
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| March 13, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact na |
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| March 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| March 9, 2020 |
Exhibit 99.1 PRESS RELEASE Date: March 9, 2020 Cadiz Inc. Completes Agreements to Exchange Outstanding Convertible Notes Due March 2020 for Preferred Stock and Extend Maturity Date of Senior Secured Debt to May 2022 Company Reduces Overall Debt Burden by Over One-Half Company also Completes ATM Offering (Los Angeles, CA) – Today, Cadiz Inc. (NASDAQ: CDZI) (“Cadiz”, the “Company”), a California bus |
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| March 9, 2020 |
Exhibit 10.4 EXECUTION VERSION WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This Waiver and Amendment No. 1 to Credit Agreement (this “Agreement”) is entered into as of March 5, 2020, by and among Cadiz Inc., a Delaware corporation (“Cadiz”), Cadiz Real Estate LLC, a Delaware limited liability company (“CRE”; together with Cadiz, the “Borrowers”), Apollo Special Situations Fund, L.P. (the “Lende |
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| March 9, 2020 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and among CADIZ INC. and EACH HOLDER OF REGISTRABLE SECURITIES REFLECTED ON THE SIGNATURE PAGE HEREOF March 5, 2020 Section 1. Certain Definitions 1 Section 2. Initial Shelf Registration and Demand Registration Rights 3 Section 3. Piggy-Back Registration Rights 5 Section 4. Selection of Underwriters 6 Section 5. Blackout Periods 6 Sec |
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| March 9, 2020 |
Certificate of Designation of Series 1 Preferred Stock of Cadiz Inc. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES 1 PREFERRED STOCK OF CADIZ inc. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Cadiz Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that the following resolution was duly adopted by the Board of Directors of th |
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| March 9, 2020 |
Exhibit 10.1 EXECUTION VERSION CONVERSION AND EXCHANGE AGREEMENT This Conversion and Exchange Agreement (the “Agreement”) is made as of March 5, 2020, by and between LC Capital Master Fund, Ltd. (the “Holder”) and Cadiz Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company is party to that certain Indenture, dated as of December 10, 2015 (the “Indenture”), between Cadiz, as i |
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| March 9, 2020 |
Exhibit 10.2 EXECUTION VERSION CONVERSION AND EXCHANGE AGREEMENT This Conversion and Exchange Agreement (the “Agreement”) is made as of March 5, 2020, by and between Elkhorn Partners Limited Partnership (the “Holder”) and Cadiz Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company is party to that certain Indenture, dated as of December 10, 2015 (the “Indenture”), between Cad |
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| March 9, 2020 |
EX-10.5 7 ea119370ex10-5cadizinc.htm AMENDMENT NO. 1 TO WARRANT, DATED AS OF MARCH 5, 2020, BY AND BETWEEN CADIZ INC. AND OTHER PARTY THERETO Exhibit 10.5 EXECUTION VERSION AMENDMENT NO. 1 TO WARRANT This Amendment No. 1 to WARRANT (this “Amendment”) is entered into as of March 5, 2020, by and among Cadiz Inc., a Delaware corporation (the “Company”), and Apollo Special Situations Fund, L.P. (“Inve |
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| March 9, 2020 |
CDZI / Cadiz, Inc. / LC CAPITAL MASTER FUND LTD - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 20, 2020 |
united states Securities and Exchange Commission Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2020 Cadiz Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12114 77-0313235 (State or Other Jurisdiction of Incorporation) (Commission File Number |
