Current Report · Items 7.01, 9.01 · 8-K
CADIZ, Inc.
Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On March 7, 2025, Cadiz Inc. (the “Company”) 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 registered direct offering at a price of $3.50 per share. The press release announcing the registered direct offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K.…
Filed Mar 7, 2025Accepted Mar 7, 2025, 8:56 AM ESTCIK 727273Accession 0001213900-25-021369
Company context
Cadiz, Inc. (NASDAQ: CDZI) is a water solutions and natural resources company developing long-term water supply, storage, conveyance and treatment solutions for communities, businesses, farmers and public agencies across the Southwest. Founded in 1983, Cadiz owns approximately 45,000 acres of land and 220 miles of pipeline assets in California’s Mojave Desert. Its assets include Cadiz Ranch, the largest agricultural operation in San Bernardino County; the Mojave Groundwater Bank, one of the largest new water supply and groundwater storage projects in the Lower Colorado River Basin; and ATEC Water Systems, which provides specialized groundwater treatment technology throughout the western United States. Visit the Company’s website at www.cadizinc.com
Current securities
Disclosure sections
Items 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On March 7, 2025, Cadiz Inc. (the “Company”) 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 registered direct offering at a price of $3.50 per share. The press release announcing the registered direct offering is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 7.01 and the press release attached
to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act. The furnishing of the information in this this Current Report on Form 8-K is not intended to, and does not,
constitute a determination or admission by the Company that the information in this report is material or complete, or that investors
should consider this information before making an investment decision with respect to any security of the Company.
Forward-Looking Statements
The information under this Item 7.01 and the exhibits hereto contain
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements related
to the Company’s intended use of proceeds, the expected completion of financing of the Mojave Groundwater Bank through MGSC, and
the expected reimbursement of expenses advanced by the Company in connection with the development of the Mojave Groundwater Bank. No assurance
can be given that the proceeds will be used as currently intended or that financing of the Mojave Groundwater Bank through MGSC will be
completed as planned or that we will be reimbursed for expenses advanced in connection with this project. Management believes that these
forward-looking statements are reasonable as and when made. However, such forward-looking statements are subject to risks and uncertainties,
and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties
include, without limitation, risks and uncertainties associated with the Company’s business and finances in general, as well as
other risk factors described from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2023, and subsequent filings. In light of the significant uncertainties in these forward-looking statements,
you should not rely upon forward-looking statements as predictions of future events. The Company undertakes no obligation to publicly
update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information,
future developments or otherwise, except as required by law.
Filed exhibits (1)
EX-99.1 (by filename) ea023353501ex99-1_cadiz.htmEX-99.1
2
ea023353501ex99-1_cadiz.htm
PRESS RELEASE
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 registered direct offering
(the “Offering”) at a price of $3.50 per share. The aggregate gross proceeds to the Company from the Offering are expected
to be approximately $20 million, before deducting the placement agent’s fees and other offering expenses payable by the Company.
The Offering is expected to close
with institutional investors on or about March 10, 2025, subject to satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for capital
and other expenses related to the development and construction of its groundwater banking project in the Mojave Desert (the “Mojave
Groundwater Bank”), which may include acquisition of equipment and materials intended to be used in construction o…
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