false 0000727273 0000727273 2024-03-13 2024-03-13 0000727273 cdzi:CommonStockCustomMember 2024-03-13 2024-03-13 0000727273 cdzi:DepositarySharesCustomMember 2024-03-13 2024-03-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2024
CADIZ INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 0-12114 |  | 77-0313235
(State or other jurisdiction of |  | (Commission |  | (I.R.S. Employer
incorporation or organization) |  | File Number) |  | Identification No.)

550 S. Hope Street, Suite 2850 |  |
Los Angeles, California |  | 90071
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (213) 271-1600
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, par value $0.01 per sharef |  | CDZI |  | The NASDAQ Global Market
Depositary Shares (each representing 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share |  | CDZIP |  | The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ | Emerging growth company
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.
On March 13, 2024, Cadiz Inc. (the “Company” or “Cadiz”) and Fenner Gap Mutual Water Company entered into a water supply agreement with Golden State Water Company (“GSWC”), an investor-owned utility serving the City of Barstow, California (“GSWC Agreement”).
The GSWC Agreement provides that GSWC will amend and exercise a 2010 Option Agreement through a First Amendment to purchase an annual supply of 5,000 acre-feet of water from the Company’s Water Conservation, Supply and Storage project (the “Project”) for service in the City of Barstow, California with conveyance through the Company’s 30-inch diameter, 220-mile, existing steel pipeline originating at the Company’s Cadiz property with a terminus at Wheeler Ridge (the “Northern Pipeline”).
Under the terms of the GSWC Agreement, GSWC will pay approximately one thousand four hundred and fifty dollars ($1,450) per acre-foot year (“AFY”) in 2024 dollars as the “as delivered” price for Project water. The payments will be subject to an agreed upon annual adjustment pegged to an agreed upon index (e.g., CPI Water and Sewer Index). In addition, GSWC will reserve the right to acquire specified carry-over storage in the Project for $1,500 per AF and an annual management fee of $20 per AF of acquired storage capacity.
Under the GSWC Agreement the parties have agreed to exercise good faith and reasonable best efforts to jointly pursue federal, state, and local grant funding to offset the capital costs for development of pipeline conveyance and appurtenant facilities. Any grant funding received by public water systems will be credited against the “as delivered” price for water to GSWC.
Cadiz expects to receive net revenue of $850 per AFY, subject to annual inflation adjustments, for producing conserved water to be conveyed to each of the parties under the GSWC Agreement through the Northern Pipeline.
The Company’s Northern Pipeline has a delivery capacity of 25,000 AFY. The GSWC Agreement along with other agreements entered into as of this date are anticipated to represent 60% of the delivery capacity of the Northern Pipeline. In addition to the GSWC Agreement, the Company holds option agreements with several public water systems and is in negotiations with those public water systems to exercise and/or amend those option agreements to take delivery of water from the Northern Pipeline via direct delivery or by exchange with State Water Project contractors. Annual payments for water supply made available from the Project under the GSWC Agreement would begin when conditions precedent are met, construction is complete, and water deliveries begin.
The foregoing description of the GSWC Agreement does not purport to be complete and is qualified in its entirety by the full text of such document which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits

10.1 |  | Key Terms for First Amendment to Option and GSWC’s Conditional Exercise of its Option
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

INFORMATION RELATING TO FORWARD LOOKING STATEMENTS
This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s expectation of the benefits to be derived from the GSWC Agreement and option agreements held by the Company. Such statements are subject to significant risks and uncertainties, including the Company’s ability to fulfill the required contractual conditions and complete the needed construction for water delivery to occur. Although the Company believes that the expectations reflected in our forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results or events to differ materially from those reflected in the Company’s forward-looking statements include delays in the supply chain for materials, whether the parties to the Agreements will be able to obtain the contemplated grant funding, and other factors and considerations detailed in the Company’s Securities and Exchange Commission filings. We undertake 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.

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, thereunto duly authorized.

| CADIZ INC.
| By: | /s/ Stanley E. Speer
|  | Stanley e. Speer Chief Financial Officer

Date: March 14, 2024