Cadiz Inc. Files 8-K: Material Definitive Agreement

TL;DR

CADIZ files 8-K for new material agreement - details TBD.

AI Summary

Cadiz Inc. announced on November 10, 2024, that it entered into a material definitive agreement. The company also provided a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing. Specific details regarding the agreement, financial figures, or parties involved were not disclosed in the provided text.

Why It Matters

This filing indicates a significant new agreement for Cadiz Inc., which could impact its business operations and financial future. Investors will be looking for more details to understand the implications.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms, but the lack of specific details introduces uncertainty.

Key Players & Entities

• CADIZ INC (company) — Filer of the 8-K report
• November 10, 2024 (date) — Earliest event reported date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CDZI The NASDAQ Global Ma
• $5,000,000 — Company will make an initial payment of $5,000,000 to secure the option, with a $1,000,000
• $1,000,000 — $5,000,000 to secure the option, with a $1,000,000 payment required for each extension (ea
• $155 — e all or part of the pipeline assets at $155 per linear foot, with credits that coul
• $4,250,000 — receive a credit equal to the lesser of $4,250,000 and the total purchase price. If exerci
• $5,100,000 — term, the credit will be the lesser of $5,100,000 or the total purchase price. If exercis
• $5,950,000 — term, the credit will be the lesser of $5,950,000 or the total purchase price. If exercis
• $6,800,000 — term, the credit will be the lesser of $6,800,000 or the total purchase price. These cred
• $1 — price, but no final price will be below $1. The option term ends immediately upon

Filing Documents

• ea0220688-8k_cadizinc.htm (8-K) — 36KB
• ea022068801ex10-1_cadizinc.htm (EX-10.1) — 96KB
• ea022068801ex99-1_cadizinc.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-096318.txt ( ) — 406KB
• cdzi-20241110.xsd (EX-101.SCH) — 4KB
• cdzi-20241110_def.xml (EX-101.DEF) — 26KB
• cdzi-20241110_lab.xml (EX-101.LAB) — 36KB
• cdzi-20241110_pre.xml (EX-101.PRE) — 25KB
• ea0220688-8k_cadizinc_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 10, 2024, Cadiz Inc. (the "Company") entered into an agreement for the purchase of 180 miles of steel pipe previously intended for use in construction of the now terminated Keystone XL Pipeline Project. The Company intends to utilize the steel pipe for the development of the Company's water supply and groundwater banking project in the Mojave Desert (the "Mojave Groundwater Bank"). In connection with the transaction, the Company entered into a Purchase Option Agreement with GMHR Acquisition Co., LLC ("GMHR"), LKM Industries, Inc. (together with GMHR, the "Owners") and North West Iron & Metal LLC (the "Consignee"). This agreement grants the Company an exclusive option to purchase the pipeline assets from the Owners, with an initial option term ending on November 10, 2026, and the right to extend this option for up to three additional 120-day periods until November 8, 2027. No later than five business days following the date of the agreement or the date on which the Owners provide a compliance certification under the Build America Buy America Act, the Company will make an initial payment of $5,000,000 to secure the option, with a $1,000,000 payment required for each extension (each, an "Extension Payment"). If the purchase option is exercised during the option term, the Company can acquire all or part of the pipeline assets at $155 per linear foot, with credits that could reduce the final purchase price depending on when the option is exercised. If the option is exercised during the initial option term, the Company may elect to receive a credit equal to the lesser of $4,250,000 and the total purchase price. If exercised during the first extension term, the credit will be the lesser of $5,100,000 or the total purchase price. If exercised during the second extension term, the credit will be the lesser of $5,950,000 or the total purchase price. If exercised during the third extension term, the credit wi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 12, 2024, the Company issued a press release regarding its entry into the Purchase Option Agreement, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1* Purchase Option Agreement, dated November 10, 2024, by and among GMHR Acquisitions Co., LLC, LKM Industries, Inc., North West Iron & Metal LLC and Cadiz, Inc. 99.1 Press Release issued on November 12, 2024. 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

SIGNATURES

SIGNATURES 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. By: /s/ Stanley E. Speer Stanley E. Speer Chief Financial Officer Date: November 12, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR