Form 8-K - Current report

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): July 13, 2023

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-12114		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 1/1000^th 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

Today, July 17, 2023, three members of the Cadiz Inc. Board of Directors separately reported on SEC Form 4 the purchase of the Company’s common stock on Thursday, July 13, 2023. The purchases by Board Members Susan Kennedy, Maria Jelescu- Dreyfus and Scott Slater were completed as part of a 5.1 million share block trade of all shares of the Company’s common stock owned by Odey Asset Management, LLC (“OAM”), a Schedule 13G filer.

B. Riley Securities facilitated the block trade transaction, which involved several other existing shareholders.

The transaction was the second recent block trade of the Company's common stock owned by OAM, also facilitated by B. Riley Securities. On June 12 and 13, 2023, certain existing Cadiz shareholders purchased 1.7 million shares of the Company's common stock from OAM. OAM reported these sales on SEC Form 4 filed on July 14, 2023.

Executive Chair of the Board Susan Kennedy made the following statement: “The Cadiz Board of Directors is pleased to announce that Odey Asset Management is no longer a shareholder of Cadiz.”

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: July 17, 2023

Document And Entity Information	Jul. 13, 2023
Document Information [Line Items]
Entity, Registrant Name	Cadiz Inc.
Document, Type	8-K
Document, Period End Date	Jul. 13, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-12114
Entity, Tax Identification Number	77-0313235
Entity, Address, Address Line One	550 S. Hope Street
Entity, Address, Address Line Two	Suite 2850
Entity, Address, City or Town	Los Angeles
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	90071
City Area Code	213
Local Phone Number	271-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000727273
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	CDZI
Security Exchange Name	NASDAQ
DepositaryShares Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	CDZIP
Security Exchange Name	NASDAQ