Cadiz Inc. Announces $20 Million Registered Direct Offering

Rhea-AI Summary

Cadiz Inc. (NASDAQ: CDZI), a California water solutions company, has announced a $20 million registered direct offering of 5,715,000 common stock shares at $3.50 per share. The offering is expected to close with institutional investors around March 10, 2025.

The net proceeds will fund the development of the Mojave Groundwater Bank project, including equipment and materials for northern/southern pipeline construction starting in 2025. Funds will also support wellfield infrastructure, business development, capital expenditures, and general corporate purposes.

The company expects reimbursement of project-related expenses through Mojave Groundwater Storage Company, (MGSC), a new entity established for the project's construction, ownership, and operation. Roth Capital Partners, serves as the exclusive placement agent for this offering.

Positive

• Secured $20M in funding through institutional investors
• Project expenses expected to be reimbursed through MGSC
• Pipeline construction set to begin in 2025
• Company owns 45,000 acres of land and 2.5M acre-feet of water supply

Negative

• Dilution of existing shareholders through 5.7M new shares
• Funding subject to closing conditions
• Project reimbursement dependent on future financing completion
• No guarantee of successful project execution or timeline adherence

Insights

Financial Analyst

Cadiz's $20 million registered direct offering at $3.50 per share represents a 11.6% discount to the current market price, creating moderate dilution for existing shareholders. The issuance of 5.72 million shares expands the outstanding share count by approximately 8.6%, which is a meaningful but not excessive level of dilution.

The capital raise strategically addresses Cadiz's immediate funding needs for its Mojave Groundwater Bank development, particularly for pipeline infrastructure and wellfield construction planned to begin in 2025. Notably, the company expects these expenses to be reimbursed upon closing project financing through its newly established entity MGSC, effectively positioning this offering as bridge financing.

From a balance sheet perspective, this offering provides necessary working capital while the company progresses toward the larger project financing. The institutional investor participation signals some market confidence in the company's water infrastructure strategy, though the discount required to secure the funding indicates investors demanded compensation for risk.

The financing structure demonstrates management's effort to advance capital-intensive projects while attempting to minimize long-term shareholder dilution through the planned reimbursement mechanism. However, execution risk remains regarding whether project financing through MGSC will close as anticipated and whether full expense reimbursement will materialize as planned.

LOS ANGELES, March 7, 2025 /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 of facilities related to its northern and/or southern pipeline, 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 the Company and its subsidiaries, business development activities, other capital expenditures, working capital, the expansion of the business and acquisitions and general corporate purposes. The Company expects that expenses advanced by it related to the Mojave Groundwater Bank for which the net proceeds may be used will be reimbursed to the Company upon the closing of the expected project financing of the Mojave Groundwater Bank through Mojave Groundwater Storage Company, LLC ("MGSC"), a new entity established by the Company for purposes of construction, ownership, and operation of the Mojave Groundwater Bank and related projects. 

Roth Capital Partners, LLC is acting as the exclusive placement agent in the registered direct offering.

The securities described above were offered pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was initially filed by the Company on August 13, 2024 with the Securities and Exchange Commission (the "SEC") and declared effective on August 22, 2024. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC's website located at http://www.sec.gov.

Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, from: Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147, email at rothecm@roth.com., or by accessing the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Cadiz, Inc.

Founded in 1983, Cadiz, Inc. (NASDAQ: CDZI) is a California water solutions company dedicated to providing access to clean, reliable and affordable water for people through a unique combination of water supply, storage, pipeline and treatment solutions. With 45,000 acres of land in California, 2.5 million acre-feet of water supply, 220 miles of pipeline assets and the most cost-effective water treatment filtration technology in the industry, Cadiz offers a full suite of solutions to address the impacts of climate change on clean water access. For more information, please visit https://www.cadizinc.com.

Forward-Looking Statements

This release contains "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.

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SOURCE Cadiz, Inc.

FAQ

What is the price per share for Cadiz (CDZI) registered direct offering in March 2025?

Cadiz Inc. is offering shares at $3.50 per share in the registered direct offering.

How many shares is Cadiz (CDZI) offering in its March 2025 direct offering?

Cadiz is offering 5,715,000 shares of common stock in the registered direct offering.

How will Cadiz (CDZI) use the proceeds from its $20M offering?

The proceeds will fund the Mojave Groundwater Bank project, including pipeline construction, wellfield infrastructure, business development, and general corporate purposes.

When is the Cadiz (CDZI) March 2025 registered direct offering expected to close?

The offering is expected to close with institutional investors on or about March 10, 2025.

Will Cadiz (CDZI) be reimbursed for the Mojave Groundwater Bank project expenses?

Yes, Cadiz expects reimbursement of project expenses upon closing of project financing through Mojave Groundwater Storage Company,