Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 4:56PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
(Amendment No. 5)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Cadiz Inc.
(Name of
Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
127537207
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
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CUSIP No. 127537207
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nokomis Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,531,995
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,531,995
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,995
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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CUSIP No. 127537207
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brett Hendrickson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,531,995
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,531,995
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,995
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
SCHEDULE 13G/A
This Amendment No. 5 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Nokomis
Capital, L.L.C., a Texas limited liability company (Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, par value $0.01 per share (the Common Stock), of Cadiz Inc., a
Delaware corporation (the Issuer).
This Amendment relates to Common Stock of the Issuer purchased by Nokomis Capital through
the accounts of certain private funds and managed accounts (collectively, the Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 2,531,995 shares of
Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 2,531,995 shares of Common Stock held by the Nokomis Accounts.
This Amendment amends and restates the Schedule 13G as set forth below.
Item 1(a)
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Name of Issuer.
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Cadiz Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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550 South Hope Street, Suite
2850
Los Angeles, California 90071
Item 2(a)
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Name of Person Filing.
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Nokomis Capital, L.L.C. (Nokomis Capital) and
Mr. Brett Hendrickson.
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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2305 Cedar Springs Rd.,
Suite 420
Dallas, TX 75201
Item 2(c)
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Citizenship or Place of Organization.
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Nokomis Capital is a limited liability company
organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
4
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.01 per share (the
Common Stock).
127537207
If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b),
check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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☒
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An investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
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☐
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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5
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(a)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 2,531,995 shares of Common Stock. This amount consists of 2,531,995 shares of Common Stock receivable upon conversion of presently convertible notes.
The Reporting Persons are prohibited from converting the presently convertible notes held by them to obtain ownership in excess of 9.99% of the outstanding Common Stock of the Issuer.
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(b)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 9.9% of the outstanding Common Shares. This percentage is determined by dividing 2,531,995 by the sum of (i) 22,802,060, the number of shares of
Common Stock issued and outstanding as of November 3, 2017, as reported in the Issuers Form
10-Q
filed on November 8, 2017 and (ii) 2,531,995, the number of shares of Common Stock receivable by
upon conversion of presently convertible notes held by the Nokomis Accounts.
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(c)
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Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 2,531,995 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital,
Mr. Hendrickson may direct the vote and disposition of the 2,531,995 shares of Common Stock held by the Nokomis Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
6
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2018
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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