Cadiz Inc. Files 8-K: Material Agreement & Financial Obligation

TL;DR

CADIZ just signed a big deal creating a financial obligation - watch this space.

AI Summary

Cadiz Inc. entered into a material definitive agreement on October 27, 2025, related to a direct financial obligation. The company also disclosed information under Regulation FD and reported other events. Specific details of the agreement and financial obligations are not fully elaborated in the provided text, but the filing indicates a significant event for the company.

Why It Matters

This filing indicates Cadiz Inc. has entered into a significant agreement that creates a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and a direct financial obligation, suggesting potential financial risks or opportunities that require further investigation.

Key Numbers

• 20251027 — Report Date (Date the report was filed and the period of report.)
• 20251028 — Filing Date (Date the 8-K was officially filed with the SEC.)

Key Players & Entities

• CADIZ INC (company) — Filer of the 8-K report
• 550 SOUTH HOPE STREET (location) — Business and mailing address of Cadiz Inc.
• LOS ANGELES (location) — City of Cadiz Inc.'s business and mailing address
• DE (location) — State of incorporation for Cadiz Inc.

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CDZI The NASDAQ Global Ma
• $450 million — he first tranche of up to approximately $450 million in total equity capital being raised by
• $51,000,000 — an aggregate principal amount of up to $51,000,000 to the Company, to be used by the Compa
• $51 million — vember 2024 outlining Lytton's proposed $51 million investment to secure tribal ownership i
• $15 million — pany expects to make an initial draw of $15 million for reimbursement of Project expenses a
• $1 million — ate, a funding fee of 25,000 shares per $1 million of principal amount funded (the "Fundin

Filing Documents

• ea0262355-8k_cadiz.htm (8-K) — 48KB
• ea026235502ex5-1_cadiz.htm (EX-5.1) — 13KB
• ea026235502ex10-1_cadiz.htm (EX-10.1) — 162KB
• ea026235502ex99-1_cadiz.htm (EX-99.1) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex99-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-25-102822.txt ( ) — 522KB
• cdzi-20251027.xsd (EX-101.SCH) — 4KB
• cdzi-20251027_def.xml (EX-101.DEF) — 26KB
• cdzi-20251027_lab.xml (EX-101.LAB) — 36KB
• cdzi-20251027_pre.xml (EX-101.PRE) — 25KB
• ea0262355-8k_cadiz_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 27, 2025 (the "Effective Date"), Cadiz Inc. (the "Company") entered into a definitive agreement (the "Agreement") with Lytton Rancheria of California, a federally recognized Native American tribe ("Lytton"), pursuant to which Lytton will provide the first tranche of capital (the "Tribal Investment") for construction of the Mojave Groundwater Bank project, the Company's water supply and groundwater banking project in the eastern Mojave Desert (the "Project"). The Agreement represents the first tranche of up to approximately $450 million in total equity capital being raised by the Company through its special purpose entity, Mojave Water Infrastructure Company, LLC ("MWI"), as described further below, to construct, own and operate the Mojave Groundwater Bank (the "Project Financing"). Under the terms of the Agreement, Lytton will provide an unsecured term loan in an aggregate principal amount of up to $51,000,000 to the Company, to be used by the Company for development and capital expenses related to construction of the Project prior to the initial closing of the Project Financing, and completion of certain development milestones. Upon the initial closing of the Project Financing, the Tribal Investment will convert, at Lytton's election, into a majority interest in the storage cash flows from the Mojave Groundwater Bank, which Lytton would then contribute to MWI, in exchange for equity interests in MWI on the same economic terms offered to other equity investors in MWI, as described further below. MWI will own certain Project infrastructure assets and cash flows to be contributed by the Company to MWI upon the initial closing of the Project Financing. The Agreement follows a Letter of Intent executed between Lytton and the Company in November 2024 outlining Lytton's proposed $51 million investment to secure tribal ownership in what is expected to be the largest new groundwater bank in the Southwest.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this current report on Form 8-K is incorporated herein by reference to the extent required to be set forth herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 28, 2025, the Company issued a press release regarding its entry into the Agreement. A copy of the press release is attached hereto 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.

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 Commitment Fee Shares and Funding Fee Shares (each as defined in Item 1.01 above), which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K. 2 INFORMATION RELATING TO FORWARD LOOKING STATEMENTS This current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "would," "will," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," and "proposes." These forward-looking statements include, but are not limited to, statements concerning the timing, amount, availability and use of proceeds from the Tribal Investment and drawdowns thereunder; the anticipated conversion of the Tribal Investment into a majority interest in the cash flows from the Mojave Groundwater Bank and contribution to MWI; the structure, timing, size and terms of the anticipated Project Financing, including the Company's plan to raise equity capital through MWI; the Company's expectations regarding ownership, operation and cash flows of the Mojave Groundwater Bank; the expected timing and development milestones for the Mojave Groundwater Bank and related infrastructure; the potential issuance of additional shares, including any Funding Fee Shares and Extension Fee Shares, and the potential payment of interest in shares of the Company's common stock. Although the Company believes that the expectations reflected in these forward-look

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 5.1 Opinion of Norton Rose Fulbright US LLP 10.1* Credit Agreement, dated as of October 27, 2025, by and between the Company and Lytton Rancheria of California 23.1 Consent of Norton Rose Fulbright US LLP to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1). 99.1 Press Release 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. 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. CADIZ INC. Date: October 28, 2025 By: /s/ Stanley Speer Stanley Speer Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR