false
0000727273
0000727273
2025-09-25
2025-09-25
0000727273
CDZI:CommonStockParValue0.01PerShareMember
2025-09-25
2025-09-25
0000727273
CDZI:DepositarySharesEachRepresenting11000thFractionalInterestInShareOf8.875SeriesCumulativePerpetualPreferredStockParValue0.01PerShareMember
2025-09-25
2025-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 25, 2025
| Cadiz Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware |
|
001-40579 |
|
77-0313235 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
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
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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 (see General
Instruction A.2. below):
| ☐ |
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(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
CDZI |
|
The NASDAQ Global Market |
| Depositary Shares (each representing a 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 8.01 Other Events.
On September 25, 2025, the U.S. Bureau of Reclamation (“USBR”),
Fenner Valley Water Authority, and Fenner Gap Mutual Water Company, a mutual water company managed by Cadiz Inc. (the “Company”),
entered into a Memorandum of Understanding (the “MOU”) to develop data on potential opportunities for water augmentation of
the Colorado River through the Company’s proposed Mojave Groundwater Bank project (“MGB”) in San Bernardino County,
California.
The MOU establishes a framework for collaboration among the parties to
share data, tools, and research concerning potential opportunities for water augmentation and aquifer storage associated with the MGB.
Under the MOU, USBR will study whether conserved water supply from the MGB could be delivered to Lake Mead via an exchange or augmentation
into the Colorado River Aqueduct and evaluate the potential of non-tributary conserved water and aquifer storage, along with related projects,
to provide substantial benefits in the Lower Colorado River Basin. The effort is expected to support ongoing federal and state initiatives
to address drought conditions, declining reservoir levels, and the need for increased water storage and drought resiliency in Southern
California and the Lower Colorado River Basin.
Under the MOU, the parties will finalize the scope of the collaboration
and enter into a cost-sharing agreement. The MOU is legally non-binding and does not require any party to take action that exceeds its
legal authority or otherwise take any action without compliance with all laws, policies and regulations. It will remain in effect for
an initial five-year term and will automatically renew for additional five-year terms unless terminated in writing by one or more parties.
A copy of the MOU is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference. The foregoing description of the MOU is qualified in its entirety by reference to the full
text of the MOU filed herewith.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Memorandum of Understanding, effective as of September 25, 2025, among the Bureau of Reclamation, Fenner Valley Water Authority, and Fenner Gap Mutual Water Company. |
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
regarding the anticipated collaboration under the MOU and its potential benefits to Cadiz and Colorado River Basin water management.
Although Cadiz believes that the expectations reflected in these 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 Cadiz’s forward-looking statements include risks related to whether the parties continue to collaborate under the
MOU; the ability to complete the studies contemplated by the MOU; whether such studies demonstrate the anticipated benefits of the
proposed MGB to management of Colorado River water resources; potential changes in laws or regulations that may affect the
contemplated efforts under the MOU; and other risks and uncertainties and other factors and considerations detailed in Cadiz’s
Securities and Exchange Commission filings including its annual report on Form 10-K for the year ended December 31, 2024 and
subsequent Exchange Act and Securities Act 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, except as required by law.
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: September 26, 2025
