Cadiz agrees to sell 5M shares at $4.20 in offering
Cadiz expects approximately $20 million in net proceeds, intended for corporate purposes and Mojave Groundwater Bank development.
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Rhea-AI Filing Summary
Cadiz Inc. (CDZI) entered into a placement agent agreement with Roth Capital Partners, LLC, as exclusive placement agent, for a registered direct offering of 5,000,000 common shares at $4.20 per share, for an aggregate purchase price of approximately $21 million. Cadiz expects approximately $20 million in net proceeds after placement agent fees and transaction expenses payable by the company. The offering is expected to close on or about October 30, 2026, subject to customary closing conditions.
Cadiz intends to use the net proceeds for general corporate purposes, including overhead, interest payments, working capital, and expenses related to development and construction of the Mojave Groundwater Bank. That may include equipment and materials for facilities related to the Northern and/or Southern Pipeline, as well as business development and other capital expenditures. Cadiz's directors and officers entered into lock-up agreements that generally prohibit selling, transferring, or otherwise disposing of company securities for 90 days without the placement agent's prior written consent.
Filing Explained
Expected net proceeds remain conditional on closing.
The agreed sale of 5 million new common shares is expected to close on or about
If completed, expected net proceeds of approximately
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
placement agent agreement financial
net proceeds financial
lock-up agreements financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission file number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
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:
| 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 | ||
| The Global Market | ||||
| th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) | The 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 October 29, 2026, Cadiz Inc. (the “Company”) entered into a placement agent agreement (the “Placement Agent Agreement”) with Roth Capital Partners, LLC, as exclusive placement agent (the “Placement Agent”), in connection with the Company’s offer and sale of 5,000,000 shares of its common stock, par value $0.01 per share (the “Shares”), to certain institutional investors in a registered direct offering. The Shares will be sold at a purchase price of $4.20 per share, for an aggregate purchase price of approximately $21 million. The Company is expected to receive net proceeds of approximately $20 million after deducting placement agent fees and transaction expenses payable by the Company. The offering is expected to close on or about October 30, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from this offering for general corporate purposes, including corporate overhead and interest payments, as well as capital and other expenses related to the development and construction of the Mojave Groundwater Bank Project, which may include acquisition of equipment and materials intended to be used in construction of facilities related to its northern and/or southern pipeline. Net proceeds from this 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 other general corporate purposes.
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agent Agreement, the Company’s directors and officers have entered into “lock-up” agreements with the Placement Agent that generally prohibit, without the prior written consent of the Placement Agent, the sale, transfer or other disposition of securities of the Company for a period of 90 days.
The foregoing description of the material terms of the Placement Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agent Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants contained in the Placement Agent Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Placement Agent Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Placement Agent Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Placement Agent Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).
1
The offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-281507) initially filed with the SEC on August 13, 2024 and declared effective on August 22, 2024, and a prospectus supplement dated October 29, 2026 (the “Prospectus Supplement”).
Item 7.01 Regulation FD Disclosure
On October 29, 2026, the Company issued a press release announcing the registered direct offering described in Item 1.01 above. 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 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.
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 Shares in the offering, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 5.1 | Opinion of Norton Rose Fulbright US LLP | |
| 10.1* | Placement Agent Agreement, dated as of October 29, 2026, by and between the Company and Roth Capital Partners, LLC | |
| 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 |
2
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. | ||
| By: | /s/ Jacinto Hernandez | |
| Name: | Jacinto Hernandez | |
| Title: | Chief Financial Officer | |
Date: October 29, 2026
3
Exhibit 99.1
PRESS
RELEASE
October 29, 2026
Cadiz Raises $21 Million in Registered Direct Offering
Proceeds to advance development of the Mojave Groundwater Bank —the largest proposed supply and storage solution
for the Southwest water crisis
LOS ANGELES, Calif. — Cadiz Inc. (NASDAQ: CDZI, CDZIP) (“Cadiz” or the “Company”) today announced that it has entered into a placement agent agreement for the purchase and sale of 5 million shares of the Company's common stock at a price of $4.20 per share in a registered direct offering (the “Offering”), resulting in a gross proceeds of $21.0 million. The Offering was anchored by a fundamental institutional investor with deep expertise in water, royalties, hard assets, and inflation protection—and supported by other new and existing shareholders. The Offering is expected to result in net proceeds to the Company of approximately $20.0 million, after deducting placement agent fees and other offering expenses payable by the Company.
“We are delighted to expand our institutional ownership at an inflection point for the Company,” said Susan Kennedy, Chair and Chief Executive Officer. “This year we have made significant progress advancing construction of the Mojave Groundwater Bank and achieved essential regulatory, commercial, engineering and financing milestones.
“The Mojave Groundwater Bank will serve communities at the epicenter of the Southwest’s water crisis and has earned broad support across the region — from both business and labor, as well as farmers, housing advocates, water agencies and the families they serve. Together with our tribal partner, the Lytton Rancheria of California, we are advancing one of the region’s largest new water supply projects with a clear purpose: delivering affordable, reliable water to people who need it.”
“Since joining Cadiz as Chief Financial Officer, I have focused on attracting long-term institutional investors, simplifying our capital structure, and improving anticipated project level returns,” said Jacinto Hernandez, Executive Vice President and Chief Financial Officer. “I am excited by our progress. We believe this investment strengthens our balance sheet as we work toward selecting a project equity partner and making a final investment decision on the Northern Pipeline.”
The Offering is expected to close on or about October 30, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the Offering for general corporate purposes, including corporate overhead, working capital and expenses related to the development and construction of the Mojave Groundwater Bank—which may include the acquisition of equipment and materials for facilities related to its Northern Pipeline and/or Southern Pipeline projects, business development activities and other capital projects.
Roth Capital Partners is acting as exclusive placement agent in the Offering.
The shares were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-281507), including a base prospectus, initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 13, 2024 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 registration or qualification under the securities laws of any such state or other jurisdiction.
About Cadiz, Inc.
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, the largest new water supply and groundwater storage project in the Lower Colorado River Basin1; and ATEC Water Systems, which provides specialized groundwater treatment technology. Visit the Company’s website at www.cadizinc.com.
Contact:
Cadiz, Inc.
Courtney Degener
cdegener@cadizinc.com
press@cadizinc.com
213-271-1603
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. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans” or “will.” Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact, including statements regarding the terms and conditions and timing of the Offering and closing, the intended use of proceeds, and anticipated financing for, and the progress and development of the Mojave Groundwater Bank. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that the Offering may not be completed on the anticipated terms, or at all, and that we may be unable to obtain new financing to meet our project financing and ongoing working capital needs. These and other risks are identified in our filings with the SEC, including without limitation our Annual Report on Form 10-K for the year ended December 31, 2025, our subsequent Quarterly Reports on Form 10-Q, and the prospectus supplement relating to the Offering. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise, except as required by law.
| 1 | Based on Management Estimates |