Cadiz Inc. Enters Material Definitive Agreement

TL;DR

CADIZ just signed a big deal, filing an 8-K. Details to come.

AI Summary

Cadiz Inc. announced on November 4, 2024, that it entered into a material definitive agreement. The company also reported other events and filed financial statements and exhibits. Specific details of the agreement and financial information were not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Cadiz Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the nature of which is not yet disclosed.

Key Players & Entities

• Cadiz Inc. (company) — Filer of the 8-K report
• November 4, 2024 (date) — Date of the earliest event reported
• 550 SOUTH HOPE STREET, SUITE 2850, LOS ANGELES, CA 90071 (address) — Business and mailing address of Cadiz Inc.

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CDZI The NASDAQ Global Ma
• $3.34 — res will be sold at a purchase price of $3.34 per share, for an aggregate purchase pr
• $23.38 million — are, for an aggregate purchase price of $23.38 million. The Company is expected to receive net
• $21.9 million — o receive net proceeds of approximately $21.9 million after deducting placement agent fees an

Filing Documents

• ea0220011-8k_cadizinc.htm (8-K) — 36KB
• ea022001101ex5-1_cadizinc.htm (EX-5.1) — 17KB
• ea022001101ex10-1_cadizinc.htm (EX-10.1) — 168KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 7KB
• 0001213900-24-094354.txt ( ) — 502KB
• cdzi-20241104.xsd (EX-101.SCH) — 4KB
• cdzi-20241104_def.xml (EX-101.DEF) — 26KB
• cdzi-20241104_lab.xml (EX-101.LAB) — 36KB
• cdzi-20241104_pre.xml (EX-101.PRE) — 25KB
• ea0220011-8k_cadizinc_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 4, 2024, Cadiz Inc. (the "Company") entered into a placement agent agreement (the "Placement Agent Agreement") with B. Riley Securities, Inc., as placement agent (the "Placement Agent"), in connection with the Company's offer and sale of 7,000,000 shares of its common stock, par value $0.01 per share (the "Shares"), to certain institutional investors in a registered direct offering. The Company's largest equity shareholder, Heerema International Group Services SA ("Heerema"), participated in the offering maintaining an aggregate purchase price of $23.38 million. The Company is expected to receive net proceeds of approximately $21.9 million after deducting placement agent fees and transaction expenses The offering is expected to close on or about November 5, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the proceeds to advance development of its water supply and groundwater banking project which may include acquisition of equipment and materials intended to be used in construction of facilities related to its northern and/or southern pipeline projects which the Company expects to begin in 2025. Net proceeds from the offering may also be used for the equipment and materials related to wellfield infrastructure on land owned by it and its subsidiaries, business development activities, other capital expenditures, working capital, the expansion of the business and acquisitions, and general corporate purposes. The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of

01. Other Events

Item 8.01. Other Events. In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Norton Rose Fulbright US LLP, relating to the validity of the issuance and sale of the Shares in the offering, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K. In connection with this offering, the Company expects to enter into an Amendment No. 4 to Registration Rights Agreement with Heerema (the "Registration Rights Amendment"). The Registration Rights Amendment will amend the existing Registration Rights Agreement, dated March 23, 2022, as amended, between the Company and certain holders of the Company's securities including Heerema by providing that all the Shares purchased by Heerema in this offering will be deemed "Registerable Securities" under the Registration Rights Agreement. The transactions with Heerema under this offering have been approved by the Audit and Risk Committee of the Company's Board of Directors.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1* Placement Agent Agreement, dated as of November 4, 2024, by and between the Company and B. Riley Securities, Inc. 5.1 Opinion of Norton Rose Fulbright US LLP 23.1 Consent of Norton Rose Fulbright US LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC. 2 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. CADIZ INC. Date: November 5, 2024 By: /s/ Stanley Speer Stanley Speer Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR