Registration of Additional Securities (up to 20%) (s-3mef)
March 27 2018 - 8:55AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 27, 2018
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CADIZ
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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73-0303235
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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550
South Hope Street
Suite
2850
Los
Angeles, California 90071
(213)
271-1600
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy
J. Shaheen
Chief Financial Officer
550 South Hope Street
Suite 2850
Los Angeles, California 90071
(213) 271-1600
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to
:
Kevin
Friedmann, Esq
Greenberg
Traurig, LLP
1840
Century Park East
Suite
1900
Los
Angeles, California 90067-2121
(310)
586-7747
Approximate
date of commencement of proposed sale to the public
: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☒ 333-214318
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Information I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging
growth company
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☐
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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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
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Proposed
Maximum
Aggregate Offering
Price(1)
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Amount of
Registration
Fee(2)
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Debt Securities, Common Stock, Preferred Stock, Warrants, Units, Subscription Rights to purchase Preferred or Common Stock or Units
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$
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2,580,498
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(2)
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$
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322
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as
amended (the “Securities Act”).
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(2)
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The
Registrant previously registered such indeterminate number of securities as would have an aggregate offering price not to exceed
$40,000,000 on a Registration Statement on Form S-3 (File No. 333-214318), as amended, which was declared effective on November
14, 2016. Of such securities, an aggregate of $27,097,508 have been sold under such Registration Statement, leaving
a remaining balance of $12,902,492 as of the date of this filing. The Registrant is filing this registration statement solely
for the purpose of increasing the aggregate principal amount of securities being offered by $2,580,498 pursuant to Rule 462(b)
of the Securities Act of 1933.
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This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) of the Securities Act of 1933.
EXPLANATORY
NOTE
This
Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule
462(b) under the Securities Act of 1933, as amended.
This
Registration Statement relates to the registration statement on Form S-3 (File Number 333-214318) (the “Original Registration
Statement”) declared effective on November 14, 2016 by the Commission, and is being filed for the purpose of registering
additional securities in amounts that do not exceed 20% of the Maximum Aggregate Offering Price of securities remaining available
for issuance under the Original Registration Statement. The Registrant hereby incorporates by reference into this Registration
Statement on Form S-3 in its entirety the Original Registration Statement, including each of the documents filed by the Registrant
with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required
opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on March 27, 2018.
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CADIZ
INC.
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Registrant
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By:
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/s/ Timothy
J. Shaheen
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Timothy
J. Shaheen,
Chief Financial Officer
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(Principal Financial and
Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
and Position
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Date
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/s/
Scott Slater
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March
27, 2018
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Scott
Slater,
Chief Executive Officer, President and Director
(Principal
Executive Officer)
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/s/
Timothy J. Shaheen
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March
27, 2018
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Timothy
J. Shaheen,
Chief Financial Officer and Director
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(Principal
Financial and Accounting Officer)
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/s/
Keith Brackpool
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March
27, 2018
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Keith
Brackpool, Chairman
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/s/
Geoffrey Grant
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March
27, 2018
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Geoffrey
Grant, Director
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/s/
Winston H. Hickox
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March
27, 2018
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Winston
H. Hickox, Director
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/s/
Murray H. Hutchison
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March
27, 2018
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Murray
H. Hutchison, Director
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/s/
Raymond J. Pacini
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March
27, 2018
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Raymond
J. Pacini, Director
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/s/
Stephen E. Courter
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March
27, 2018
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Stephen
E. Courter, Director
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/s/
Richard Nevins
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Richard
Nevins, Director
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March 27, 2018
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