Cadiz Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

CADIZ filed an 8-K for a material agreement and equity sales - watch for dilution/debt news.

AI Summary

Cadiz Inc. entered into a material definitive agreement on March 6, 2024, related to a direct financial obligation. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Specific details regarding the financial obligation and equity sales are not fully elaborated in this summary.

Why It Matters

This filing indicates Cadiz Inc. has entered into a significant financial agreement and potentially issued new shares, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which could introduce financial obligations or dilution risks.

Key Players & Entities

• CADIZ INC (company) — Filer of the 8-K
• 0000727273 (company) — Central Index Key for Cadiz Inc.
• 20240306 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CDZI The NASDAQ Global Ma
• $479,845 — consent fee in the aggregate amount of $479,845, which will be payable in the form of s
• $2.89 — f shares of our common stock (valued at $2.89 per share, or 166,036 shares), which wi
• $20,000,000 — der in an aggregate principal amount of $20,000,000 (the "New Secured Convertible Loans"),
• $20,000,0000 — the Assignment has been increased from $20,000,0000 to $21,200,000, and the applicable repa
• $21,200,000 — has been increased from $20,000,0000 to $21,200,000, and the applicable repayment fee in re
• $16,000,000 — egate principal amount of approximately $16,000,000 plus interest accruing thereon (the "Ex
• $5.30 — e New Secured Convertible Loans will be $5.30 per share (the "New Convertible Loan Co
• $5.00 — r. The Warrant has an exercise price of $5.00 per share, which will be subject to bro

Filing Documents

• ea0201148-8k_cadizinc.htm (8-K) — 65KB
• ea0201148ex4-1_cadizinc.htm (EX-4.1) — 110KB
• ea0201148ex10-1_cadizinc.htm (EX-10.1) — 734KB
• ea0201148ex10-2_cadizinc.htm (EX-10.2) — 16KB
• ea0201148ex10-3_cadizinc.htm (EX-10.3) — 12KB
• ea0201148ex99-1_cadizinc.htm (EX-99.1) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 17KB
• 0001213900-24-020294.txt ( ) — 1386KB
• cdzi-20240306.xsd (EX-101.SCH) — 4KB
• cdzi-20240306_def.xml (EX-101.DEF) — 26KB
• cdzi-20240306_lab.xml (EX-101.LAB) — 36KB
• cdzi-20240306_pre.xml (EX-101.PRE) — 25KB
• ea0201148-8k_cadizinc_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Third Amendment to Credit Agreement and First Amendment to Security Agreement On March 6, 2024, Cadiz Inc. (the "Company," "we," "our," and "us") and our wholly-owned subsidiaries, Cadiz Real Estate LLC, ATEC Water Systems, LLC, and Octagon Partners LLC (collectively, the "Borrowers"), entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (the "Third Amendment") with HHC $ Fund 2012 (the "Heerema Lender"), an affiliate of Heerema International Group Services S.A. ("Heerema"), to amend certain provisions of the Credit Agreement, dated as of July 2, 2021, among the Borrowers, B. Riley Securities, Inc. ("BRS"), as administrative agent, and the lenders from time to time party thereto (as previously amended, the "Credit Agreement", and as further amended by the Third Amendment, the "Amended Credit Agreement"), and the Security Agreement, dated as of July 2, 2021, made by the Borrowers in favor of BRS. Before entering into the Third Amendment, the Heerema Lender purchased the outstanding secured non-convertible term loans under the Credit Agreement (the "Existing Non-Convertible Loans") from the existing holder thereof through an assignment and assumption agreement in the form contemplated by the Credit Agreement (the "Assignment"), making the Heerema Lender the holder of greater than a majority in outstanding principal amount of all term loans outstanding under the Credit Agreement. In connection with the Assignment, the existing holders of both the convertible and non-convertible term loans under the Credit Agreement and BRS provided written consents and releases necessary to effectuate the Third Amendment, in consideration of a consent fee in the aggregate amount of $479,845, which will be payable in the form of shares of our common stock (valued at $2.89 per share, or 166,036 shares), which will be registered with the U.S. Securities and Exchange Commission pursuant to

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 4.1 Common Stock Purchase Warrant dated as of March 6, 2024. 10.1 Third Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of March 6, 2024, by and among Cadiz Inc., Cadiz Real Estate LLC, ATEC Water Systems, LLC, and Octagon Partners LLC as borrowers, and the lenders party thereto. 10.2 Amendment No. 3 to Registration Rights Agreement, dated as of March 6, 2024, by and between Cadiz Inc. and Heerema International Group Services S.A. 10.3 Amendment No. 1 to Board Observer and Nomination Right Agreement, dated as of March 6, 2024, by and between Cadiz Inc. and Heerema International Group Services S.A. 99.1 Press Release issued on March 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 6, 2024 CADIZ INC. By: /s/ Stanley Speer Stanley Speer, Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR