Form 10-Q - Quarterly report [Sections 13 or 15(d)]

united states

Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from …… to …….

Commission File Number 0-12114

Cadiz Inc.

(Exact name of registrant specified in its charter)

Delaware	77-0313235
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

550 South 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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:

☐ Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer

☑ Smaller Reporting Company ☐ Emerging growth company

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑

As of November 8, 2023, the Registrant had 66,710,795 shares of common stock, par value $0.01 per share, outstanding.

*Fiscal Third Quarter 2023 Quarterly Report on Form 10-Q*	*Page*


PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

Cadiz Inc. Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2023 and 2022	1

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2023 and 2022	2

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	3

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	4

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2023	5

Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2022	6

Unaudited Notes to the Condensed Consolidated Financial Statements	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	29

ITEM 4. Controls and Procedures	29

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings	30

ITEM 1A. Risk Factors	30

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	30

ITEM 3. Defaults Upon Senior Securities	30

ITEM 4. Mine Safety Disclosures	30

ITEM 5. Other Information	30

ITEM 6. Exhibits	31

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Three Months
	Ended September 30,
*($ in thousands, except per share data)*	2023			2022

Total revenues	$	368		$	599

Costs and expenses:
Cost of sales		692			1,163
General and administrative		5,127			3,700
Depreciation		308			180

Total costs and expenses		6,127			5,043

Operating loss		(5,759	)		(4,444	)

Interest expense, net		(1,173	)		(2,097	)

Loss before income taxes		(6,932	)		(6,541	)
Income tax expense		(4	)		(2	)
Loss from equity-method investments		-			(2	)

Net loss and comprehensive loss	$	(6,936	)	$	(6,545	)

Less: Preferred stock dividend		(1,265	)		(1,265	)

Net loss and comprehensive loss applicable to common stock	$	(8,201	)	$	(7,810	)

Basic and diluted net loss per common share	$	(0.12	)	$	(0.15	)

Basic and diluted weighted average shares outstanding		66,611			50,793

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	For the Nine Months
	Ended September 30,
*($ in thousands, except per share data)*	2023			2022

Total revenues	$	1,307		$	927

Costs and expenses:
Cost of sales		1,482			1,163
General and administrative		14,378			10,911
Depreciation		942			473

Total costs and expenses		16,802			12,547

Operating loss		(15,495	)		(11,620	)

Interest expense, net		(3,637	)		(6,144	)
Loss on derivative liability		(220	)		-
Loss on early extinguishment of debt		(5,331	)		-

Loss before income taxes		(24,683	)		(17,764	)
Income tax expense		(8	)		(5	)
Loss from equity-method investments		-			(171	)

Net loss and comprehensive loss	$	(24,691	)	$	(17,940	)

Less: Preferred stock dividend		(3,818	)		(3,818	)

Net loss and comprehensive loss applicable to common stock	$	(28,509	)	$	(21,758	)

Basic and diluted net loss per common share	$	(0.44	)	$	(0.45	)

Basic and diluted weighted average shares outstanding		65,299			48,689

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Balance Sheets (Unaudited)

	September 30,			December 31,
*($ in thousands, except per share data)*	2023			2022

ASSETS
Current assets:
Cash and cash equivalents	$	13,306		$	9,997
Restricted cash		-			1,288
Accounts receivable		410			454
Inventories		2,128			316
Prepaid expenses and other current assets		782			380
Total current assets		16,626			12,435

Property, plant, equipment and water programs, net		85,536			84,138
Long-term deposit/prepaid expenses		420			420
Goodwill		5,714			5,714
Right-of-use asset		463			553
Long-term restricted cash		134			2,497
Other assets		5,562			5,030
Total assets	$	114,455		$	110,787

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,626		$	1,107
Accrued liabilities		1,184			1,545
Current portion of long-term debt		193			140
Dividend payable		1,265			1,288
Contingent consideration liabilities		1,450			1,450
Short-term deferred revenue		93			-
Operating lease liabilities		119			109
Total current liabilities		5,930			5,639

Long-term debt, net		37,394			48,950
Long-term lease obligations with related party, net		22,333			20,745
Long-term operating lease liabilities		354			444
Deferred revenue		750			750
Other long-term liabilities		39			36
Total liabilities		66,800			76,564

Commitments and contingencies (Note 10)

Stockholders’ equity:

Preferred stock - $.01 par value; 100,000 shares authorized at September 30, 2023 and December 31, 2022; shares issued and outstanding – 329 at September 30, 2023 and December 31, 2022		1			1
8.875% Series A cumulative, perpetual preferred stock - $.01 par value; 7,500 shares authorized at September 30, 2023 and December 31, 2022; shares issued and outstanding – 2,300 at September 30, 2023 and December 31, 2022		1			1
Common stock - $.01 par value; shares authorized – 85,000,000 at September 30, 2023 and 70,000,000 at December 31, 2022; shares issued and outstanding – 66,604,981 at September 30, 2023 and 55,823,810 at December 31, 2022		664			556
Additional paid-in capital		678,796			636,963
Accumulated deficit		(631,807	)		(603,298	)
Total stockholders’ equity		47,655			34,223
Total liabilities and stockholders’ deficit	$	114,455		$	110,787

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the Nine Months
	Ended September 30,
*($ in thousands)*	2023			2022

Cash flows from operating activities:
Net loss	$	(24,691	)		(17,940	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		942			473
Amortization of debt discount and issuance costs		337			1,777
Amortization of right-of-use asset		90			18
Interest expense added to loan principal		711			-
Interest expense added to lease liability		1,570			1,390
Unrealized loss on derivative liability		220			-
Loss on early extinguishment of debt		5,331			-
Loss on equity method investments		-			171
Compensation charge for stock and share option awards		1,142			1,348
Changes in operating assets and liabilities:
Accounts receivable		44			(276	)
Inventories		(1,812	)		(335	)
Prepaid expenses and other current assets		(402	)		(43	)
Other assets		(532	)		(214	)
Accounts payable		1,312			253
Lease liabilities		(80	)		(98	)
Deferred revenue		93
Other accrued liabilities		323			102

Net cash used in operating activities		(15,402	)		(13,374	)

Cash flows from investing activities:
Additions to property, plant and equipment and water programs		(3,815	)		(2,432	)
Contributions to equity-method investments		-			(101	)

Net cash used in investing activities		(3,815	)		(2,533	)

Cash flows from financing activities:
Net proceeds from issuance of stock		38,490			11,741
Proceeds from the issuance of long-term debt		233			275
Dividend payments		(3,841	)		(3,841	)
Principal payments on long-term debt		(15,119	)		(117	)
Issuance costs of long-term debt		(27	)		-
Costs for early extinguishment of debt		(600	)		-
Taxes paid related to net share settlement of equity awards		(261	)		-

Net cash provided by financing activities		18,875			8,058

Net decrease in cash, cash equivalents and restricted cash		(342	)		(7,849	)

Cash, cash equivalents and restricted cash, beginning of period		13,782			19,856

Cash, cash equivalents and restricted cash, end of period	$	13,440		$	12,007

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the three and nine months ended September 30, 2023 ($ in thousands, except share data)

									8.875% Series A Cumulative				Additional					Total
	Common Stock				Preferred Stock				Perpetual Preferred Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2022		55,823,810	$	556		329	$	1		2,300	$	1	$	636,963	$	(603,298	)	$	34,223

Stock-based compensation expense		217,452		2		-		-		-		-		63		-			65
Issuance of shares pursuant to direct offerings		10,500,000		105		-		-		-		-		38,385		-			38,490
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(10,691	)		(10,691	)

Balance as of March 31, 2023		66,541,262		663		329	$	1		2,300	$	1		675,411		(615,254	)		60,822

Stock-based compensation expense		54,344		1		-		-		-		-		163		-			164
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($560 per share)		-		-		-		-		-		-		-		(1,288	)		(1,288	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(7,064	)		(7,064	)

Balance as of June 30, 2023		66,595,606		664		329	$	1		2,300	$	1		675,574		(623,606	)		52,634

Stock-based compensation expense		9,375		-		-		-		-		-		652		-			652
Reclassification of derivative liability		-		-		-		-		-		-		2,570		-			2,570
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(6,936	)		(6,936	)

Balance as of September 30, 2023		66,604,981	$	644		329	$	1		2,300	$	1		678,796		(631,807	)		47,655

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the three and nine months ended September 30, 2022 ($ in thousands, except share data)

									8.875% Series A Cumulative				Additional					Total
	Common Stock				Preferred Stock				Perpetual Preferred Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2021		43,656,169	$	435		329	$	1		2,300	$	1	$	613,572	$	(573,400	)	$	40,609

Stock-based compensation expense		236,995		2		-		-		-		-		431		-			433
Issuance of shares pursuant to direct offerings		6,857,140		69		-		-		-		-		11,672		-			11,741
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(5,912	)		(5,912	)

Balance as of March 31, 2022		50,750,304		506		329	$	1		2,300	$	1		625,675		(580,577	)		45,606

Stock-based compensation expense		19,971		-		-		-		-		-		423		-			423
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($560 per share)		-		-		-		-		-		-		-		(1,288	)		(1,288	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(5,483	)		(5,483	)

Balance as of June 30, 2022		50,770,275		506		329	$	1		2,300	$	1	$	626,098	$	(587,348	)	$	39,258

Stock-based compensation Expense		23,292		-		-		-		-		-		491		-			491
Dividends declared on 8.875% series A cumulative perpetual preferred shares ($550 per share)		-		-		-		-		-		-		-		(1,265	)		(1,265	)
Net loss and comprehensive loss		-		-		-		-		-		-		-		(6,545	)		(6,545	)

Balance as of September 30, 2022		50,793,567		506		329	$	1		2,300	$	1	$	626,589	$	(595,158	)	$	31,939

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadiz Inc.

Notes to the Consolidated Financial Statements

NOTE 1 – BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements and notes have been prepared by Cadiz Inc., also referred to as “Cadiz” or “the Company”, without audit and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The foregoing Condensed Consolidated Financial Statements include the accounts of the Company and contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair statement of the Company’s financial position, the results of its operations and its cash flows for the periods presented and have been prepared in accordance with generally accepted accounting principles.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the financial statements. The results of operations for the nine months ended September 30, 2023, are not necessarily indicative of results for the entire fiscal year ending December 31, 2023.

Liquidity

The Condensed Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business.

The Company incurred losses of $24.7 million for the nine months ended September 30, 2023, compared to $17.9 million for the nine months ended September 30, 2022. The Company had working capital of $10.7 million at September 30, 2023 and used cash in its operations of $15.4 million for the nine months ended September 30, 2023. The higher loss in 2023 was primarily due to a loss on early extinguishment of debt in the amount of $5.3 million and increased general and administrative expense related to community partnership and communications investments and corporate communications modernization expenses, offset by higher interest expense in 2022.

Cash requirements during the nine months ended September 30, 2023, primarily reflect certain operating and administrative costs related to development of the Company’s land, water, infrastructure and technology assets for water solutions including the Cadiz Water Conservation & Storage Project (“Water Project”), agricultural operations and water treatment business. The Company’s present activities are focused on the development of its assets in ways that meet an urgent need for groundwater storage capacity in Southern California and growing demand for affordable, reliable, long-term water supplies before the next drought strikes the Southwestern United States.

Cadiz Inc.

Notes to the Consolidated Financial Statements

On January 30, 2023, the Company completed the sale and issuance of 10,500,000 shares of the Company’s common stock to certain institutional investors in a registered direct offering ( “January 2023 Direct Offering”). The shares of common stock were sold at a purchase price of $3.84 per share, for aggregate gross proceeds of $40.32 million and aggregate net proceeds of approximately $38.5 million. A portion of the proceeds were used to repay the Company’s debt in the principal amount of $15 million, together with fees and interest required to be paid in connection with such repayment under the Credit Agreement. The remaining proceeds are being used for capital expenditures to accelerate development of the Company’s water supply project, working capital and development of additional water resources to meet increased demand on an accelerated timetable.

On February 2, 2023, the Company and its wholly-owned subsidiary, Cadiz Real Estate LLC, as borrowers (collectively, the “Borrowers”) entered into a First Amendment to Credit Agreement with BRF Finance Co., LLC (“Lenders”) and B. Riley Securities, Inc., (“BRS”) as administrative agent, to amend certain provisions of the Credit Agreement dated as of July 2, 2021 (“First Amended Credit Agreement”). Under the First Amended Credit Agreement, the lenders will have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of the Company’s common stock at a conversion price of $4.80 per share (the “Conversion Price”)(see “Note 3 – Long-Term Debt”, below).

The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the senior secured debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing. The Company does not expect the loan covenants to materially limit its ability to finance its asset development activities.

Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary and (iv) the ability to raise capital. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.

Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company.

Supplemental Cash Flow Information

During the nine months ended September 30, 2023, approximately $1,248,000 in interest payments on the Company’s senior secured debt was paid in cash and approximately $711,000 was recorded as interest payable in kind. There are no scheduled principal payments due on the senior secured debt prior to its maturity.

Cadiz Inc.

Notes to the Consolidated Financial Statements

At September 30, 2023, accruals for cash dividends payable on the Series A Preferred Stock was $1.27 million (see Note 9 – “Common and Preferred Stock”). The cash dividends were paid on October 14, 2023.

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	September 30, 2023		December 31, 2022		September 30, 2022
*(in thousands)*

Cash and Cash Equivalents	$	13,306	$	9,997	$	6,957
Restricted Cash		-		1,288		1,265
Long Term Restricted Cash		134		2,497		3,785
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	13,440	$	13,782	$	12,007

The restricted cash amounts primarily represented funds deposited into a segregated account, representing an amount sufficient to pre-fund quarterly dividend payments on Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering through July 2023.

ATEC Water Systems, LLC

On November 9, 2022, the Company completed the acquisition of the assets of ATEC Systems, Inc. into ATEC Water Systems, LLC (“ATEC”), a water filtration technology company, at a purchase price of up to $2.2 million (“ATEC Acquisition”). The final allocation of purchase consideration to assets and liabilities is ongoing as the Company continues to evaluate certain balances, estimates and assumptions during the measurement period. Consistent with the allowable time to complete the Company’s assessment, the valuation of certain acquired assets and liabilities, including environmental liabilities and income taxes, is currently pending finalization.

Revenue Recognition

The Company’s revenue is currently derived from rental revenue from its agricultural lease, sales of farm crops, and sales of water filtration systems by ATEC. The Company recognizes revenue by following the five-step model under ASC 606 to achieve the core principle that an entity recognizes revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation.

Cadiz Inc.

Notes to the Consolidated Financial Statements

Recent Accounting Pronouncements

Accounting Guidance Adopted

In June 2016, Financial Accounting Standards Board (“FASB”) issued an accounting standards update which introduces new guidance for the accounting for credit losses on certain financial instruments. This update is effective for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years, with early adoption permitted. The adoption of this new standard on January 1, 2023, had no impact on the Company’s consolidated financial statements.

NOTE 2 – REPORTABLE SEGMENTS

The Company currently operates in two segments based upon its organizational structure and the way in which its operations are managed and evaluated. The Company’s largest segment is Land and Water Resources, which comprises all activities regarding its properties in the eastern Mojave Desert including development of the Water Project, and agricultural operations. The Company’s second operating segment is its water treatment business, ATEC Water Systems LLC (“ATEC”) which provides innovative water filtration solutions for impaired or contaminated groundwater sources. The Company acquired the assets of ATEC Systems, Inc. in November 2022 into its new subsidiary ATEC. There were intersegment sales of $311 thousand during the nine months ended September 30, 2023, which resulted in an intercompany elimination of profits in the amount of $102 thousand.

We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and losses related to equity method investments are excluded from the computation of operating (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss) information consisted of the following for the three and nine months ended September 30, 2023:

	Three Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		199			169			368

Costs and expenses:
Cost of sales		513			179			692
General and administrative		4,927			200			5,127
Depreciation		277			31			308

Total costs and expenses		5,717			410			6,127

Operating loss	$	(5,518	)	$	(241	)	$	(5,759	)

Cadiz Inc.

Notes to the Consolidated Financial Statements

	Nine Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		708			599			1,307

Costs and expenses:
Cost of sales		967			515			1,482
General and administrative		13,926			452			14,378
Depreciation		826			116			942

Total costs and expenses		15,719			1,083			16,802

Operating loss	$	(15,011	)	$	(484	)	$	(15,495	)

The Company only operated in one segment during the nine months ended September 30, 2022, as the water treatment segment did not exist prior to the ATEC Acquisition in November 2022.

Assets by operating segment are as follows (dollars in thousands):

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	109,561	$	107,439
Water Treatment		4,894		3,348
	$	114,455	$	110,787

Goodwill by operating segment is as follows (dollars in thousands):

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Treatment		1,901		1,901
	$	5,714	$	5,714

Property, plant, equipment and water programs consist of the following (dollars in thousands):

	September 30, 2023
	Water and Land Resources			Water Treatment

Land and land improvements	$	32,357		$	-
Water programs		29,563			-
Pipeline		22,094			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			4
Machinery and equipment		3,719			176
Construction in progress		3,378			-
		94,432			180
Less accumulated depreciation		(8,967	)		(109	)
	$	85,465		$	71

Cadiz Inc.

Notes to the Consolidated Financial Statements

	December 31, 2022
	Water and Land Resources			Water Treatment

Land and land improvements	$	30,579		$	-
Water programs		29,210			-
Pipeline		22,091			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			3
Machinery and equipment		3,229			166
Construction in progress		3,680			-
		92,110			169
Less accumulated depreciation		(8,141	)		-
	$	83,969		$	169

NOTE 3 – LONG-TERM DEBT

The carrying value of the Company’s senior secured debt approximates fair value. The fair value of the Company’s senior secured debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company by its lenders for similar debt instruments of comparable maturities by its lenders.

On July 2, 2021, the Company entered into a new $50 million senior secured credit agreement (“Credit Agreement”) with Lenders and BRS, as administrative agent for the Lenders (“Senior Secured Debt”). The obligations under the Senior Secured Debt are secured by substantially all the Company’s assets on a first-priority basis (except as otherwise provided in the Credit Agreement). In connection with any repayment or prepayment of the debt, the Company is required to pay a repayment fee equal to the principal amount being repaid or prepaid, multiplied by (i) 4.0%, if such repayment or prepayment is made on or after the eighteen-month anniversary of the closing of the debt and prior to the thirty-month anniversary of the closing of the debt, and (ii) 6.0%, if such repayment or prepayment is made at any time after the thirty-month anniversary of the closing of the debt. At any time, the Company will be permitted to prepay the principal of the debt, in whole or in part, provided that such prepayment is accompanied by any accrued interest on such principal amount being prepaid plus the applicable repayment fee described above.

On February 2, 2023, the Company entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement”). In connection with the First Amended Credit Agreement, the Company repaid $15 million of the Senior Secured Debt together with fees and interest required to be paid in connection with such repayment under the Credit Agreement. Under the First Amended Credit Agreement, the lenders have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of the Company’s common stock at a conversion price of $4.80 per share (the “Conversion Price”). Additionally, the maturity date of the Credit Agreement was extended from July 2, 2024, to June 30, 2026. The annual interest rate remains unchanged at 7.00%. Interest on $20 million of the principal amount will be paid in cash. Interest on the $15 million principal amount of the Convertible Loan will be paid in kind on a quarterly basis by addition such amount to the outstanding principal amount of the outstanding Convertible Loan. The amendment was recorded as a debt extinguishment.

Cadiz Inc.

Notes to the Consolidated Financial Statements

As a result of the First Amended Credit Agreement, the Company bifurcated the new conversion option from the debt and recorded a derivative liability. As of the effective date of the First Amended Credit Agreement, the derivative liability had a fair value of approximately $2.4 million which was recorded as loss on early extinguishment of debt. In addition, the loss on early extinguishment of debt included $2.0 million of repayment fees for both repaid and amended principal and $980 thousand of unamortized debt issuance costs.

The fair value of the derivative liability was remeasured each reporting period using an option pricing model, and the change in fair value was recorded as an adjustment to the derivative liability with the change in fair value recorded as income or expense. On August 14, 2023, the Credit Agreement was further amended to remove a conversion exchange cap provision (“Conversion Option Modification”). As a result of the Conversion Option Modification, the Company reclassified the carrying value of the bifurcated conversion option at the time of the modification from a derivative liability in the amount of $2.57 million to additional paid-in capital. Total unrealized losses of derivative liabilities accounted for as derivatives prior to the Conversion Option Modification were $0 and $220 thousand for the three and nine months ended September 30, 2023, respectively.

In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of 8.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”) by the Company, the Company will be required to, within five business days after the receipt of the net cash proceeds, apply 75% of the net cash proceeds to prepay amounts due under the debt (including the applicable repayment fee described above).

The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies.

While any amount remains outstanding under the debt, the Lenders will have the right to convert the outstanding principal, plus unpaid interest, on the debt into Depositary Receipts at the per share exchange price of $25.00 at any time up to 100% of the principal and unpaid interest on the debt may be exchanged for Depositary Receipts.

In connection with the issuance of the Senior Secured Debt, on July 2, 2021 (the “Original Issue Date”) the Company issued to the Lenders two warrants (“A Warrants” and “B Warrants”), each granting an option to purchase 500,000 shares of our common stock (collectively, the “Warrants”). The A Warrants may be exercised any time prior to July 2, 2024 (the “Expiration Date”) and have an exercise price of $17.38 equal to 120% of the closing price per share of our common stock on the Original Issue Date. The B Warrants may be exercised in the period from 180 days after the Original Issue Date to the Expiration Date and have an exercise price of $21.72 equal to 150% of the closing price of our common stock on the Original Issue Date.

Cadiz Inc.

Notes to the Consolidated Financial Statements

NOTE 4 – STOCK-BASED COMPENSATION PLANS

The Company has issued options and has granted stock awards pursuant to its 2019 Equity Incentive Plan, as described below.

2019 Equity Incentive Plan

The 2019 Equity Incentive Plan (“2019 EIP”) was originally approved by stockholders at the July 10, 2019, Annual Meeting, with an amendment to the plan approved by stockholders at the July 12, 2022, Annual Meeting. The plan, as amended, provides for the grant and issuance of up to 2,700,000 shares and options to the Company’s employees, directors and consultants.

Effective July 1, 2021, under the 2019 EIP, each outside director receives $75,000 of cash compensation and receives a deferred stock award consisting of shares of the Company’s common stock with a value equal to $25,000 on June 30 of each year. The award accrues on a quarterly basis, with $18,750 of cash compensation and $6,250 of stock earned for each fiscal quarter in which a director serves. The deferred stock award vests automatically on the January 31^st that first follows the award date.

Stock Awards to Directors, Officers, and Consultants

The Company has granted stock awards pursuant to its 2019 EIP.

Of the total 2,700,000 shares reserved under the 2019 Equity Incentive Plan, as amended, 2,312,925 shares and restricted stock units (“RSUs”) have been awarded to the Company directors, employees and consultants as of September 30, 2023. Of the 2,312,925 shares and RSUs awarded, 46,744 shares were awarded to the Company’s directors for services performed during the plan year ended June 30, 2023. These shares will vest and be issued on January 31, 2024.

825,000 RSUs were granted to employees in April 2021 as long-term equity incentive awards ( “April 2021 RSU Grant”). Of the 825,000 RSUs granted under the April 2021 RSU Grant, 510,000 RSUs were scheduled to vest upon completion of certain milestones, including (a) 255,000 RSUs which vested in July 2021 upon completion of refinancing of the Company’s then existing senior secured debt and funding to complete the purchase of the Northern Pipeline (“ Northern Pipeline Vesting Event”), and (b) 255,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) for the delivery of at least 9,500 acre-feet of water per annum to customers. Of the remaining 315,000 RSUs granted under the April 2021 RSU Grant, 60,000 RSUs vested and were issued on January 3, 2023, and 255,000 RSUs vested and were issued on March 1, 2023. Additionally, in July 2022, 60,000 RSUs were granted to employees as long-term equity incentive awards ( “July 2022 RSU Grant”). The RSUs granted under the July 2022 RSU Grant are scheduled to vest on January 2, 2024. The RSU incentive awards are subject in each case to continued employment with the Company through the vesting date.

Cadiz Inc.

Notes to the Consolidated Financial Statements

Of the 255,000 RSUs earned upon the Northern Pipeline Vesting Event, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company. Of the 255,000 RSUs issued on March 1, 2023, the Company issued 158,673 shares net of taxes withheld and paid in cash by the Company.

Upon the change of the Company’s Executive Chair on February 4, 2022, a total of 170,000 unvested RSUs were accelerated and became fully vested as a result of an amended employee agreement, which included 85,000 RSUs scheduled to vest upon completion of final binding water supply agreement(s) and 85,000 RSUs scheduled to vest on March 1, 2023.

The Company issued 450,000 of performance stock units (“PSUs”) upon achievement of certain performance events. The PSUs vest upon the Company’s common stock achieving price hurdles (“Price Hurdles”) but not sooner than three years from date of grant, including (a) 200,000 PSUs to vest upon a Price Hurdle of $7 per share, (b) 150,000 PSUs to vest upon a Price Hurdle of $9 per share, (c) 50,000 PSUs to vest upon a Price Hurdle of $11 per share, and (d) 50,000 PSUs to vest upon a Price Hurdle of $13 per share and are payable, at the option of the Compensation Committee, in either common stock or cash. The PSU incentive award is subject to continue employment with the Company through the vesting date.

Additionally, 400,000 RSUs were granted to a consultant on July 1, 2023 ( “July 2023 RSU Grant). Of the 400,000 RSUs granted under the July 2023 RSU Grant, 200,000 RSUs are scheduled to vest upon completion of certain milestone events. Of the remaining 200,000 RSUs granted, 100,000 RSUs vested and were issued on October 1, 2023, and 100,000 are scheduled to vest on February 1, 2024.

The accompanying consolidated statements of operations and comprehensive loss include stock-based compensation expense of approximately $652,000 and $492,000 in the three months ended September 30, 2023 and 2022, respectively; and, $1,142,000 and $1,348,000 in the nine months ended September 30, 2023 and 2022, respectively.

NOTE 5 – INCOME TAXES

As of September 30, 2023, the Company had net operating loss (“NOL”) carryforwards of approximately $350 million for federal income tax purposes and $300 million for California state income tax purposes. Such carryforwards expire in varying amounts through the year 2037 and 2042 for federal and California purposes, respectively. For federal losses arising in tax years ending after December 31, 2017, the NOL carryforwards are allowed indefinitely. Use of the carryforward amounts is subject to an annual limitation as a result of a previous ownership change and an ownership change that occurred in June of 2021.

As of September 30, 2023, the Company’s unrecognized tax benefits were immaterial.

The Company's tax years 2020 through 2022 remain subject to examination by the Internal Revenue Service, and tax years 2019 through 2022 remain subject to examination by California tax jurisdictions. In addition, the Company's loss carryforward amounts are generally subject to examination and adjustment for a period of three years for federal tax purposes and four years for California purposes, beginning when such carryovers are utilized to reduce taxes in a future tax year.

Cadiz Inc.

Notes to the Consolidated Financial Statements

Because it is more likely than not that the Company will not realize its net deferred tax assets, it has recorded a full valuation allowance against all deferred assets. Accordingly, no deferred tax asset has been reflected in the accompanying condensed consolidated balance sheet.

NOTE 6 – NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, convertible debt, convertible preferred shares and warrants were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately 5,534,000 and 2,033,000 for the three months ended September 30, 2023 and 2022, respectively; and 5,237,000 and 1,702,000 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

The Company has operating leases for right-of-way agreements, corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of 1 month to 37 months as of September 30, 2023, some of which include options to extend or terminate the lease. However, the Company is not reasonably certain to exercise options to renew or terminate, and therefore renewal and termination options are not included in the lease term. The Company does not have any finance leases.

As a lessor, in February 2016, the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), pursuant to which FVF is leasing, for a 99-year term, 2,100 acres owned by Cadiz in San Bernardino County, California, to be used to plant, grow and harvest agricultural crops (“FVF Lease Agreement”). As consideration for the lease, FVF paid the Company a one-time payment of $12.0 million upon closing. The Company expects to record rental income of $420,000 annually over the next five years related to the FVF Lease Agreement.

During the nine months ended September 30, 2023, $1,751,000 on construction in progress was placed into service, which included land development, irrigation systems and stand establishment related to the planting of 150 acres of alfalfa.

Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $942,000 and $473,000 for the nine months ended September 30, 2023 and 2022, respectively.

Cadiz Inc.

Notes to the Consolidated Financial Statements

NOTE 8 – FAIR VALUE MEASUREMENTS

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company considers a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

In 2022, the Company recorded a contingent consideration liability in the amount of $1.45 million related to the purchase price of the ATEC Acquisition for amounts payable upon the sale of a requisite number of water filtration units under an asset purchase agreement.

(in thousands)	Level 1 Assets

Balance at December 31, 2022	$	-

Investments in Certificates of Deposit		11,500

Balance at September 30, 2023		11,500

(in thousands)	Level 3 Liabilities

Balance at December 31, 2022	$	(1,450	)

Derivative liabilities		(2,350	)
Unrealized gains on derivative liabilities, net		130

Balance at March 31, 2023		(3,670	)

Unrealized losses on derivative liabilities, net		(350	)

Balance at June 30, 2023		(4,020	)

Reclassification of derivative liabilities to additional paid-in capital		2,570

Balance at September 30, 2023	$	(1,450	)

	Investments at Fair Value as of September 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total

Assets

Certificates of Deposit	$	11,500	$	-	$	-	$	11,500

Total Assets	$	11,500	$	-	$	-	$	11,500

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

Cadiz Inc.

Notes to the Consolidated Financial Statements

NOTE 9 – COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 85 million shares of Common Stock at a $0.01 par value. As of September 30, 2023, the Company had 66,604,981 shares issued and outstanding.

In January 2013, the Company revised its then existing agreement with the law firm of Brownstein Hyatt Farber Schreck LLP (“Brownstein”), a related party. Under this agreement, the Company is to issue up to a total of 400,000 shares of the Company’s common stock, with 200,000 shares earned to date and 100,000 shares to be earned upon the achievement of each of two remaining milestones as follows:

■

100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not yet earned; and

■

100,000 shares earned upon the commencement of construction of all of the major facilities contemplated in the Final Environmental Impact Report necessary for the completion and delivery of the Water Project, which is not yet earned.

All shares earned upon achievement of any of the remaining two milestones will be payable three years from the date earned.

Series 1 Preferred Stock

The Company has issued a total of 10,000 shares of Series 1 Preferred Stock (“Series 1 Preferred Stock”) to certain holders (“Holders”) under certain conversion and exchange agreements entered into in March 2020. Each share of Series 1 Preferred Stock is convertible at any time at the option of the Holder into 405.05 shares of Common Stock. As of September 30, 2023, Holders of Series 1 Preferred Stock had exercised their option to convert 9,671 shares of Series 1 Preferred Stock into 3,917,235 shares of Common Stock. The Company has 329 shares of Series 1 Preferred Stock issued and outstanding as of September 30, 2023.

Series A Preferred Stock

On June 29, 2021, the Company entered into an Underwriting Agreement with BRS as representative of the several underwriters named there, to issue and sell an aggregate of 2,000,000 depositary shares (the “Depositary Shares”), as well as up to 300,000 Depositary Shares sold pursuant to the exercise of an option to purchase additional Depositary Shares (“Depositary Share Offering”), each representing 1/1000^th of a share of the 8.875% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). The Depositary Share Offering was completed on July 2, 2021 for net proceeds of approximately $54 million.

On July 1, 2021, the Company filed the Certificate of Designation (“Certificate of Designation”) for the Series A Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. The Certificate of Designation classified a total of 7,500 shares of the Company’s authorized shares of preferred stock, $0.01 par value per share, as Series A Preferred Stock.

Cadiz Inc.

Notes to the Consolidated Financial Statements

As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 Preferred Stock with respect to the distribution of assets upon the Company’s voluntary or involuntary liquidation, dissolution or winding up; (iii) senior to the Series 1 Preferred Stock with respect to the payment of dividends and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries.

Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary Share per year). Dividends will be payable quarterly in arrears, on or about the 15^th of January, April, July and October, beginning on or about October 15, 2021. As of September 30, 2023, the Company has paid aggregate cash dividends of $10,396,000. On September 21, 2023, the Company’s Board of Directors declared that holders of Series A Preferred stock will receive a cash dividend equal to $550.00 per whole share; therefore, holders of Depositary Shares will receive a cash dividend equal to $0.55 per Depositary Share. The dividend was paid on October 14, 2023 to respective holders of record as of the close of business on October 4, 2023.

At the issuance of the Series A Preferred Stock, the Company pre-funded eight quarterly payments through July 2023 in a segregated account which appeared as Restricted Cash on the Balance Sheet. Dividends on the Series A Preferred Stock underlying the depositary shares will continue to accumulate whether or not (i) any of our agreements prohibit the current payment of dividends, (ii) we have earnings or funds legally available to pay the dividends, or (iii) our Board of Directors does not declare the payment of the dividends.

Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no voting rights. However, if we do not pay dividends on any outstanding shares of Series A Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series A Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment.

On and after July 2, 2026, the shares of Series A Preferred Stock will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends. Furthermore, upon a change of control or delisting event (each as defined in the Certificate of Designation), the Company will have a special option to redeem the Series A Preferred Stock at $25,000.00 per share ($25.00 per Depositary Share), plus any accrued and unpaid dividends.

Cadiz Inc.

Notes to the Consolidated Financial Statements

Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not elected to redeem the Series A Preferred Stock prior to the applicable conversion date. Upon any conversion, each share of Series A Preferred Stock will be converted into that number of shares of Common Stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) the $25,000 liquidation preference per share plus (y) the amount of an accrued and unpaid dividends to, but not including, the conversion date by (B) the Common Stock Purchase Price (as defined in the Certificate of Designation), and (ii) 3,748.13 (the “Share Cap”), subject to certain adjustments.

The Company has 2,300 shares of Series A Preferred Stock issued and outstanding as of September 30, 2023.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials.

Pursuant to cost-sharing agreements that have been entered into by participants in the Company’s Water Project, $750,000 in funds have been received in order to offset costs incurred in the environmental analysis of the Water Project. These funds may either be reimbursed or credited to participants’ participation in the Water Project and, accordingly, are fully reflected as deferred revenue as of September 30, 2023 and September 30, 2022.

The Company recorded a contingent consideration liability in the amount of $1.45 million related to the purchase price of the ATEC Acquisition for amounts payable upon the sale of a requisite number of water filtration units under an asset purchase agreement.

The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.

Cadiz Inc.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following discussion contains trend analysis and other forward-looking statements. Forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. These include, among others, our ability to maximize value from our land and water resources and our ability to obtain new financings as needed to meet our ongoing working capital needs. See additional discussion under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022. Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.

We are a water solutions provider dedicated to delivering clean, reliable, and affordable water for people through a variety of innovative water supply, storage, conveyance and treatment projects. We are advancing human access to clean water with our unique combination of land, water, infrastructure and technology assets, cutting-edge innovation, and industry-leading standards of environmental stewardship.

We own approximately 46,000 acres of land with access to high-quality, naturally-recharging groundwater resources in three areas of Southern California’s Mojave Desert – the Cadiz Valley (35,000 acres), Danby Dry Lake (2,000 acres), and the Piute Valley (9,000 acres) (“Cadiz Property”). Our land holdings with vested water rights were primarily assembled by our founders in the early 1980s, relying on NASA imagery that identified a unique desert aquifer system at the base of a vast Southern California watershed. This watershed underlying our property in the Cadiz Valley (“Cadiz Ranch”) presently holds 17-34 million acre-feet of groundwater in storage – comparable in size to the capacity of the largest reservoir in the United States, Lake Mead. The aquifer system is part of a closed-basin watershed in which all water flows downgradient to desert playas where it evaporates at the surface forming what are known as “desert dry lakes”.

Water Supply – We own vested water rights to withdraw 2.5 million acre-feet of groundwater to support farming at the Cadiz Ranch, one of the largest farming operations in San Bernardino County, and off property uses. Because all water in the aquifer system will eventually be lost to evaporation, surplus water that is captured and withdrawn before it evaporates is a new water supply known as “conserved” water. We have completed extensive environmental review in accordance with local, state and federal laws authorizing the management of the groundwater aquifer underlying the Cadiz Ranch to conserve an average of 50,000 acre-feet of water per year (“AFY”) for 50 years for use in communities.

Groundwater Storage - The alluvium aquifer that lies beneath the Cadiz Property is also large enough for conjunctive use as a water “banking” facility, capable of storing an additional 1 million acre-feet of imported surplus water for return during drought periods.

Cadiz Inc.

Pipeline Conveyance – We own a 30” steel natural gas pipeline (“Northern Pipeline”) that extends 220-miles from the Cadiz Ranch across San Bernardino and Kern Counties, terminating in California’s Central Valley. The pipeline, originally constructed to transport fossil fuels, is idle and capable of transporting water. The route of the Northern Pipeline crosses several underserved, rural low-income areas of California and intersects three major water conveyance facilities that deliver water to communities across Southern California - the California Aqueduct, the Los Angeles Aqueduct, and the Mojave River Pipeline. The estimated annual capacity of the Northern Pipeline for water conveyance is 25,000 AFY. In addition, we hold a 99-year lease with the Arizona & California Railroad (“ARZC”) to construct a 43-mile, 55-85” steel pipeline south from Cadiz within the ARZC’s existing railroad right-of-way to the Colorado River Aqueduct, one of Southern California’s primary sources of drinking water. The capacity of this pipeline (“Southern Pipeline”) ranges from 75,000 AFY to 150,000 AFY depending on the pipeline diameter selected to accommodate imported water storage.

We hold multiple binding agreements with public water systems and government agencies and are currently in discussions with other public water systems to enter into additional agreements that will enable project participants to manage, lease, own, finance and operate the Northern Pipeline and lease up to 25,000 AFY of annual water supply from the Water Project. In accordance with such agreements, we expect that we will contribute the Northern Pipeline and an annual supply of 25,000 AFY of water into Fenner Gap Mutual Water Company, comprised of shareholder public water systems that will receive water from the Water Project. In addition, we expect that Fenner Valley Water Authority, a public agency – joint powers agency with oversight over the Water Project - will represent the public water systems purchasing 25,000 AFY of water at our wellhead, take or pay, at an agreed upon net market price estimated to start at approximately $850/AFY and subject to annual adjustment. Through the JPA, which includes San Bernardino County, it is anticipated the public water agencies would fund capital costs for conversion of the pipeline from gas to water, construction of pumping stations and appurtenant facilities, and would be able to seek infrastructure funding and grants to achieve their lowest possible cost for delivered water. Any contracts and off take facility construction will be subject to standard environmental review and a project level permitting process. We expect that similar agreements will be negotiated and entered into for water supplies and storage delivered via the Southern Pipeline.

On November 2, 2023, we signed a binding agreement amending the 2012 Memorandum of Understanding (“MOU”) between the Company, San Bernardino County, Santa Margarita Water District and Fenner Gap Mutual Water Company governing groundwater management for the Water Project. The amendment to the MOU creates a new priority right for San Bernardino County that requires Water Project water supply not already subject to a binding contract to be offered to public water systems serving San Bernardino County communities, prior to exporting Project water for beneficial use outside of San Bernardino County. Five public water systems serving communities in San Bernardino County have expressed intent to receive supply from the Water Project.

Treatment – In the fourth quarter of 2022, we completed the acquisition of the assets of ATEC Systems, Inc. into ATEC Water Systems, LLC (“ATEC”). ATEC is a leader in developing innovative water filtration solutions for impaired or contaminated groundwater sources. ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater impairments and contaminants that pose health risks in drinking water including iron, manganese, arsenic, Chromium-6, nitrates, and other constituents of concern. ATEC filters have been installed in over 400 water treatment systems in the U.S, including 50 in California. In March, ATEC was awarded a $10 million contract to provide all wellhead filters required by the Central Utah Water Conservancy District Vineyard Wellfield Groundwater Polishing Project, a treatment facility that will deliver 60 million gallons per day or approximately 54,000 AFY. Delivery of filters under this contract is expected to begin in the first quarter of 2024.

Our ATEC and Cadiz Ranch agricultural operations provide the Company’s current principal source of revenue, although our working capital needs are not fully supported by our treatment or agricultural lease and farming returns at this time. We believe that as we enter contracts for water supply, treatment, storage, and pipeline conveyance, these assets will provide a significant source of future cash flow for the business and our stockholders.

Cadiz Inc.

To fund our working capital needs and development of our water solutions we rely on debt and equity financing. In February 2023, we completed a direct offering for net proceeds of $38 million led by our largest equity shareholders to fund capital expenditures to accelerate the development of water supply, storage and conveyance infrastructure, reduce our outstanding debt from $50 million to $35 million and provide working capital to the Company (see, “Liquidity and Capital Resources”, below).

Our current and future operations also include activities that further our commitments to sustainable stewardship of our land and water resources, good governance and corporate social responsibility. We believe these commitments are important investments that will assist in maintenance of sustained stockholder value.

Results of Operations

Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022

We have not received significant revenues from our water supply, storage, conveyance or treatment assets to date. Our revenues have been limited to rental income from our agricultural leases, sales from our alfalfa plantings beginning in 2022 and ATEC sales beginning in 2023. As a result, we have historically incurred a net loss from operations. The reporting segments have been combined as the revenue and operating results for the water treatment business were not material to the Company’s consolidated operations during the three months ended September 30, 2023. We incurred a net loss of $6.9 million in the three months ended September 30, 2023, compared to a $6.5 million net loss during the three months ended September 30, 2022.

Our primary expenses are our ongoing overhead costs associated with the development of our water supply, storage, conveyance and treatment assets (i.e., general and administrative expense) and our interest expense. We will continue to incur non-cash expenses in connection with our management and director equity incentive compensation plans.

Revenues Revenue totaled $0.4 million during the three months ended September 30, 2023, primarily related to rental income from our agricultural leases totaling $0.1 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.1 million and ATEC sales totaling $0.2 million. Revenue totaled $0.6 million for the three months ended September 30, 2022, primarily related to rental income from our agricultural leases and sales from the harvest from our 610 acres of commercial alfalfa crop.

Cost of Sales Cost of sales totaled $0.7 million during the three months ended September 30, 2023, which comprised of $0.5 million related to our alfalfa crop harvest and $0.2 million related to ATEC. The 2023 alfalfa crop harvest loss primarily relates to a lower of cost or market adjustment recorded due to increased diesel costs for farming, as well as suppressed market conditions for alfalfa on the West Coast. Cost of sales totaled $1.2 million during the three months ended September 30, 2022. In June 2022, the Company converted 610 acres of agricultural development to alfalfa commercial production. The 2022 loss was primarily due to non-recurring start-up costs for the initial short year of commercial production.

Cadiz Inc.

General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $4.5 million in the three months ended September 30, 2023, compared to $3.2 million in the three months ended September 30, 2022. The increase in 2023 was primarily a result of community partnership and communications investments, including $0.6 million in water quality and infrastructure costs in coordination with community partners that will improve access to clean water in disadvantaged communities in the Coachella Valley and $0.4 million in corporate communications modernization expenses to the Company’s online, print, digital and social materials.

Compensation costs for stock and option awards for the three months ended September 30, 2023, were $0.7 million, compared to $0.5 million for the three months ended September 30, 2022.

Depreciation Depreciation expense totaled $0.3 million during the three months ended September 30, 2023, compared to $0.2 million during the three months ended September 30, 2022. The higher depreciation expense in the 2023 period is primarily due to construction in progress placed into service in 2023, which included land development and stand establishment related to the planting of alfalfa, as well as $31,000 of depreciation for ATEC assets in 2023.

Interest Expense, net Net interest expense totaled $1.2 million during the three months ended September 30, 2023 compared to $2.1 million during the same period in 2022. The following table summarizes the components of net interest expense for the two periods (in thousands):

	Three Months Ended
	September 30,
	2023			2022

Interest on outstanding debt	$	1,286		$	1,480
Amortization of debt discount		76			617
Interest income		(164	)		-
Other Income		(25	)		-

	$	1,173		$	2,097

Interest income primarily relates to interest on investments in short-term deposits.

Nine Months Ended September 30, 2023, Compared to Nine Months Ended September30, 2022

We incurred a net loss of $24.7 million in the nine months ended September 30, 2023, compared to a $17.9 million net loss during the nine months ended September 30, 2022. The higher 2023 loss was primarily due to a loss on extinguishment of debt in the amount of $5.3 million resulting from issuance of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in February 2023.

Revenues Revenue totaled $1.3 million during the nine months ended September 30, 2023, primarily related to rental income from our agricultural leases totaling $0.3 million, sales from the harvest from our 760 acres of commercial alfalfa crop totaling $0.4 million and ATEC sales totaling $0.6 million. Revenue totaled $0.9 million for the nine months ended September 30, 2022 primarily related to rental income from our agricultural leases and sales from the harvest from our 610 acres of commercial alfalfa crop.

Cadiz Inc.

Cost of Sales Cost of sales totaled $1.5 million during the nine months ended September 30, 2023, which comprised of $1.0 million related to our alfalfa crop harvest and $0.5 million related to ATEC. The 2023 alfalfa crop harvest loss primarily relates to a lower of cost or market adjustment recorded due to increased diesel costs for farming, as well as suppressed market conditions for alfalfa on the West Coast. Cost of sales totaled $1.2 million during the nine months ended September 30, 2022. In June 2022, the Company converted 610 acres of agricultural development to alfalfa commercial production. The 2022 loss was primarily due to non-recurring start-up costs for the initial short year of commercial production.

General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $13.2 million in the nine months ended September 30, 2023, compared to $9.6 million in the nine months ended September 30, 2022. The increase in 2023 was primarily a result of community partnership and communications investments, including $1.8 million in water quality and infrastructure costs in coordination with community partners that will improve access to clean water in disadvantaged communities in the Coachella Valley and $1.0 million in corporate communications modernization expenses to the Company’s online, print, digital and social materials.

Compensation costs for stock and option awards for the nine months ended September 30, 2023, were $1.1 million, compared to $1.3 million for the nine months ended September 30, 2022.

Depreciation Depreciation expense totaled $0.9 million during the nine months ended September 30, 2023, compared to $0.5 million during the nine months ended September 30, 2022. The higher 2023 depreciation expense is primarily due to construction in progress placed into service in 2023, which included land development and stand establishment related to the planting of 150 acres of alfalfa, as well as $0.1 million of depreciation for ATEC assets in 2023.

Interest Expense, net Net interest expense totaled $3.6 million during the nine months ended September 30, 2023 compared to $6.1 million during the same period in 2022. The following table summarizes the components of net interest expense for the two periods (in thousands):

	Nine Months Ended
	September 30,
	2023			2022

Interest on outstanding debt	$	3,867		$	4,367
Amortization of debt discount		337			1,777
Interest Income		(542	)		-
Other Income		(25	)		-

	$	3,637		$	6,144

Interest income primarily relates to interest on investments in short-term deposits.

Cadiz Inc.

Losses on Derivative Liabilities Losses on derivative liabilities totaled $220 thousand during the nine months ended September 30, 2023 compared to $0 in the nine months ended September 30, 2022. The losses recorded in 2023 were a result of a remeasurement of a conversion option under the Company’s senior secured debt.

Loss on Early Extinguishment of Debt Loss on early extinguishment of debt totaled $5.3 million during the nine months ended September 30, 2023 compared to $0 in the nine months ended September 30, 2022. The 2023 loss on early extinguishment of debt was a result of a conversion instrument, a repayment fee and elimination of debt discount associated with the paydown of $15 million of senior secured debt in February 2023.

Liquidity and Capital Resources

Current Financing Arrangements

As we have not received sufficient revenues from our water, agriculture or treatment activities to date, we have been required to obtain financing to bridge the gap between the time water resource and other development expenses are incurred and the time that revenue will commence. Historically, we have addressed these needs primarily through secured debt financing arrangements and private equity placements.

On January 30, 2023, we completed the sale and issuance of 10,500,000 shares of our common stock to certain institutional investors in a registered direct offering (“January 2023 Direct Offering”). The shares of common stock were sold at a purchase price of $3.84 per share, for aggregate gross proceeds of $40.32 million and aggregate net proceeds of approximately $38.5 million. A portion of the net proceeds were used to repay our debt in the principal amount of $15 million, together with fees and interest required to be paid in connection with such repayment.

The remaining proceeds from the January 2023 Direct Offering will be used for capital expenditures to accelerate development of water supply, storage, conveyance and treatment assets, working capital and development of additional water resources to meet increased demand on an accelerated timetable.

On March 23, 2022, we completed the sale and issuance of 6,857,140 shares of our common stock to certain institutional and individual investors in a registered direct offering. The shares of common stock were sold at a purchase price of $1.75 per share, for aggregate gross proceeds of $12 million and aggregate net proceeds of approximately $11.8 million. The proceeds were used for working capital needs and for general corporate purposes.

On November 14, 2022, we completed the sale and issuance of 5,000,000 shares of our common stock to certain institutional investors in a registered direct offering (“November 2022 Direct Offering”). The shares of common stock were sold at a purchase price of $2.00 per share, for aggregate gross proceeds of $10 million and aggregate net proceeds of approximately $9.9 million.

In July 2021, we completed the sale of 2,300,000 depositary shares each representing 1/1000^th of a share of Series A Preferred Stock (“Depositary Share Offering”) for net proceeds of approximately $54 million.

Cadiz Inc.

Concurrently in July 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from the Depositary Share Offering, were used to (a) to repay all our outstanding senior secured debt obligations in the amount of approximately $77.6 million, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying the Depositary Shares issued in the Depositary Share Offering, and (c) to pay transaction related expenses. The remaining proceeds were used for working capital needs and for general corporate purposes.

On February 2, 2023, we entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement). Under the First Amended Credit Agreement, the lenders have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of our common stock at a conversion price of $4.80 per share (the “Conversion Price”). In addition, prior to the maturity of the Credit Agreement, we will have the right to require that the lenders convert the outstanding principal amount, plus any PIK Interest and accrued and unpaid interest, of the Convertible Loan if the following conditions are met: (i) the average VWAP of the Company’s common stock on The Nasdaq Stock Market, or such other national securities exchange on which the shares of common stock are listed for trading, over 30 consecutive trading dates exceeds 115% of the then Conversion Price, (ii) a registration statement registering the resale of the shares issuable upon conversion of the Convertible Loan has been declared effective by the Securities and Exchange Commission, (iii) the Stockholder Approval has been obtained, and (iv) there is no event of default under certain provisions of the Credit Agreement.

Under the First Amended Credit Agreement, the maturity date of the Credit Agreement has been extended from July 2, 2024, to June 30, 2026. The annual interest rate will remain unchanged at 7.00%. Interest on $20 million of the remaining principal amount will be paid in cash. Interest on the $15 million principal amount of the Convertible Loan will be paid in kind on a quarterly basis by addition such amount to the outstanding principal amount of the outstanding Convertible Loan.

Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. If additional capital is required, no assurances can be given as to the availability and terms of any new financing.

As we continue to actively pursue our business strategy, additional financing will continue to be required (see “Outlook”, below). The covenants in the Credit Agreement do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any common equity financing. We do not expect the loan covenants to materially limit our ability to finance our water and agricultural development activities.

Cash Used in Operating Activities. Cash used in operating activities totaled $15.4 million and $13.4 million for the nine months ended September 30, 2023, and 2022, respectively. The cash was primarily used to fund general and administration expenses related to our water development efforts and agricultural development efforts.

Cadiz Inc.

Cash Used in Investing Activities. Cash used in investing activities totaled $3.8 million for the nine months ended September 30, 2023, and $2.5 million for the nine months ended September 30, 2022. The cash used in the 2023 period primarily related to the development of three new wells. The cash used in the 2022 period primarily related to development costs for the initial planting of 760 acres of alfalfa.

Cash Provided by Financing Activities. Cash provided by financing activities totaled $18.9 million for the nine months ended September 30, 2023, compared with cash provided of $8.1 million for the nine months ended September 30, 2022. Proceeds from financing activities for both periods reported are primarily related to the issuance of shares under direct offerings, offset by the paydown of $15 million of senior secured debt in February 2023.

Outlook

Short-Term Outlook. The January 2023 Direct Offering provided net cash proceeds of approximately $38.5 million. A portion of these net proceeds were used to repay our debt in the principal amount of $15 million, together with fees and interest required to be paid in connection with such repayment. The remaining proceeds, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs. The Company’s agricultural and ATEC water treatment operations is expected to be funded using existing capital and cash profits generated from operations.

Long-Term Outlook. In the longer term, we will need to raise additional capital to finance working capital needs and capital expenditures (see “Current Financing Arrangements”, above). Our future working capital needs will depend upon the specific measures we pursue in the entitlement and development of our water supply, storage, conveyance and treatment solutions and other developments. Future capital expenditures will depend on the progress of the Water Project and any further expansion of our agricultural development.

We are evaluating the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. We may meet any future cash requirements through a variety of means, including equity or debt placements, or through the sale or other disposition of assets. Equity placements will be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon our existing stockholders. No assurances can be given, however, as to the availability or terms of any new financing. Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities.

Recent Accounting Pronouncements

See Note 1 to the Condensed Consolidated Financial Statements – “Basis of Presentation”.

Cadiz Inc.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

The Company established disclosure controls and procedures to ensure that material information related to the Company, including its consolidated entities, is accumulated and communicated to senior management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to its Board of Directors. Based on their evaluation as of September 30, 2023, the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to management, including the principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, excluding the acquisition of the assets of ATEC Systems, Inc. into ATEC Water Systems, LLC, there was no change identified in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Cadiz Inc.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material changes to legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.

Cadiz Inc.

ITEM 6.

Exhibits

The following exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

** 3.1		Cadiz Certificate of Incorporation, as amended

** 3.2		Cadiz Bylaws, as amended

* 10.1		Second Amendment to Credit Agreement, dated as of August 14, 2023, by and among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from time to time party thereto, and B. Riley Securities, Inc. as administrative agent

** 10.2		First Amendment to the Memorandum of Understanding, dated November 2, 2023, by and among the Santa Margarita Water District, Cadiz Inc., Fenner Gap Mutual Water Company and San Bernardino County

* 31.1		Certification of Scott S. Slater, Chief Executive Officer of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

* 31.2		Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

* 32.1		Certification of Scott S. Slater, Chief Executive Officer of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* 32.2		Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* 101.INS		Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

* 101.SCH		Inline XBRL Taxonomy Extension Schema Document

* 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

* 101.DEF		Inline XBRL Extension Definition Linkbase Document

* 101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

* 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed concurrently herewith.

** Previously filed.

Cadiz Inc.

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, thereunto duly authorized.

Cadiz Inc.


By:	/s/ Scott S. Slater	November 13, 2023
	Scott S. Slater	Date
	Chief Executive Officer and President
	(Principal Executive Officer)


By;	/s/ Stanley E. Speer	November 13, 2023
	Stanley E. Speer	Date
	Chief Financial Officer and Secretary
	(Principal Financial Officer)

EXHIBIT 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of August 14, 2023, by and among CADIZ INC., a Delaware corporation (“Cadiz”), and CADIZ REAL ESTATE LLC, a Delaware limited liability company (“CRE”; together with Cadiz, collectively, the “Borrowers”, and each, a “Borrower”), B. RILEY SECURITIES, INC., as administrative agent (in such capacity, “Agent”) for the lenders from time to time party to the below-referenced Credit Agreement (collectively, the “Lenders”), and the Lenders party hereto.

RECITALS

The Borrowers, Agent and the Lenders are party to that certain Credit Agreement, dated as of July 2, 2021 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”).

The Borrowers have requested that Agent and the Lenders amend the Credit Agreement, and Agent and the Required Lenders are willing to agree to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

Definitions. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Credit Agreement.

Amendments to Credit Agreement. Upon the effectiveness of this Amendment on the Second Amendment Effective Date (as defined below), the Credit Agreement shall be amended in the manner provided in this Section 2.

Deleted Definitions. Section 1.1 of the Credit Agreement shall be and it hereby is amended by deleting the defined terms “Exchange Cap”, “Exchange Cap Allocation” and “Exchange Cap Shares” in their entirety.

Conversion Subject to Exchange Cap. Section 2.16 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

2.16 [Reserved].

Notices. Section 9.2 of the Credit Agreement shall be and it hereby is amended by amending and restating the notice information for the Borrowers in its entirety to read as follows:

Borrowers:

Cadiz Inc.

550 South Hope Street, Suite 2850

Los Angeles, CA 90017

Attention: Chief Financial Officer

Telecopy: (213) 271-1614

Telephone: (213) 271-1600

E-mail: sspeer@cadizinc.com

with a copy to:

Norton Rose Fulbright US LLP

1045 W Fulton Market, Suite 1200

Chicago, IL 60607

Attention: Kevin Friedmann

Telephone: (312) 964-7763

E-mail: kevin.friedmann@nortonrosefulbright.com

Costs and Expenses. Subject to Section 9.5(a) of the Credit Agreement, all reasonable and documented out-of-pocket costs and expenses incurred or sustained by Agent in connection with this Amendment (including the reasonable and documented fees, charges and disbursements of counsel for Agent), will be for the account of the Borrowers whether or not this Amendment is consummated.

Conditions Precedent. This Amendment shall become effective upon the date that Agent shall have received this Amendment duly executed by the Borrowers and the Required Lenders (such date, the “Second Amendment Effective Date”).

Continued Validity of Loan Documents. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Agent or any Lender under any of the Loan Documents, nor alter, modify, amend or in any way affect any of the rights, remedies, obligations or any covenants of any Loan Party contained in any of the other Loan Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect.

Representations and Warranties. The Loan Parties, jointly and severally, hereby represent and warrant to Agent and the Lenders as follows:

Due Execution and Authorization; Legal, Valid and Binding Obligation. This Amendment has been duly executed and delivered by each of the Loan Parties party hereto. The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity.

No Contravention. The execution and delivery by each Loan Party of this Amendment and the performance by such Loan Party of this Amendment and the Credit Agreement as amended hereby, do not and will not (i) contravene the terms of such Loan Party’s Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under or require any payment to be made under (A) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral aware to which such Loan Party or its property is subject, in each case, where any such conflict or contravention could individually or in the aggregate reasonably be expected to have a Material Adverse Effect or (iii) violate any material Requirements of Law.

No Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, other than authorizations, approvals, actions, notices and filings which have been duly obtained or otherwise delivered to Agent for filing or recordation as of the Second Amendment Effective Date.

Ratification. Except as expressly amended or waived hereby, the Credit Agreement, the other Loan Documents and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement, together with this Amendment, shall be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby.

Counterparts; Integration; Effectiveness. This Amendment may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transaction Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance or any electronic signature on this Amendment. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed electronic counterpart of a signature page to the Amendment will be effective as delivery of a manually executed counterpart of this Amendment.

Miscellaneous. This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements which may have existed with respect thereto. To the extent there is any inconsistency between the terms and provisions of any Loan Document and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall govern. The headings used in this Amendment are for convenience of reference only and shall not in any way be deemed to limit, define or describe the scope and intent of this Amendment or any provision hereof. This Amendment shall be binding upon and inure to the benefit of Agent, each of the Lenders, the Borrowers, and to each of their respective successors in title and assigns. This Amendment may not be modified or amended except in a manner permitted by Section 9.1 of the Credit Agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

10.

Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signatures follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

BORROWERS:

CADIZ INC.

By: /s/ Stanley E. Speer

Name: Stanley E. Speer

Title: Chief Financial Officer

CADIZ REAL ESTATE LLC

By: /s/ Stanley E. Speer

Name: Stanley E. Speer

Title: Chief Executive Officer, Manager and Chairman

AGENT:

B. RILEY SECURITIES, INC.

By: /s/ Andy Moore

Name: Andy Moore

Title: CEO

LENDER:

BRF FINANCE CO., LLC

By: /s/ Phil Ahn

Name: Phil Ahn

Title: CFO

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott S. Slater, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 13, 2023

/s/ Scott S. Slater

Scott S. Slater

Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley E. Speer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 13, 2023

/s/ Stanley E. Speer

Stanley E. Speer

Chief Financial Officer and Secretary

EXHIBIT 32.1

STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002

BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Scott S. Slater, herby certify, to my knowledge, that:

1. the accompanying Quarterly Report on Form 10-Q of Cadiz Inc. for the period ended September 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.

IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.

Dated: November 13, 2023

/s/ Scott S. Slater

Scott S. Slater

Chief Executive Officer

EXHIBIT 32.2

STATEMENT PURSUANT TO SECTION 906 THE SARBANES-OXLEY ACT OF 2002

BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Stanley E. Speer, herby certify, to my knowledge, that:

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.

IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.

Dated: November 13, 2023

/s/ Stanley E. Speer

Stanley E. Speer

Chief Financial Officer and Secretary

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 08, 2023
Document Information [Line Items]
Entity Central Index Key	0000727273
Entity Registrant Name	CADIZ INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	0-12114
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0313235
Entity Address, Address Line One	550 South Hope Street, 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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		66,710,795
Depository Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	CDZIP
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CDZI
Security Exchange Name	NASDAQ

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total revenues	$ 368	$ 599	$ 1,307	$ 927
Costs and expenses:
Cost of sales	692	1,163	1,482	1,163
General and administrative	5,127	3,700	14,378	10,911
Depreciation	308	180	942	473
Total costs and expenses	6,127	5,043	16,802	12,547
Operating loss	(5,759)	(4,444)	(15,495)	(11,620)
Interest expense, net	(1,173)	(2,097)	(3,637)	(6,144)
Loss before income taxes	(6,932)	(6,541)	(24,683)	(17,764)
Income tax expense	(4)	(2)	(8)	(5)
Loss from equity-method investments	0	(2)	0	(171)
Net loss and comprehensive loss	(6,936)	(6,545)	(24,691)	(17,940)
Less: Preferred stock dividend	(1,265)	(1,265)	(3,818)	(3,818)
Net loss and comprehensive loss applicable to common stock	$ (8,201)	$ (7,810)	$ (28,509)	$ (21,758)
Basic and diluted net loss per common share (in dollars per share)	$ (0.12)	$ (0.15)	$ (0.44)	$ (0.45)
Basic and diluted weighted average shares outstanding (in shares)	66,611	50,793	65,299	48,689
Total revenues	$ 368	$ 599	$ 1,307	$ 927
Loss on derivative liability			(220)	0
Loss on early extinguishment of debt			$ (5,331)	$ 0

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 13,306	$ 9,997
Restricted cash	0	1,288
Accounts receivable	410	454
Inventories	2,128	316
Prepaid expenses and other current assets	782	380
Total current assets	16,626	12,435
Property, plant, equipment and water programs, net	85,536	84,138
Long-term deposit/prepaid expenses	420	420
Goodwill	5,714	5,714
Right-of-use asset	463	553
Long-term restricted cash	134	2,497
Other assets	5,562	5,030
Total assets	114,455	110,787
Current liabilities:
Accounts payable	1,626	1,107
Accrued liabilities	1,184	1,545
Current portion of long-term debt	193	140
Dividend payable	1,265	1,288
Contingent consideration liabilities	1,450	1,450
Short-term deferred revenue	93	0
Operating lease liabilities	119	109
Total current liabilities	5,930	5,639
Long-term debt, net	37,394	48,950
Long-term lease obligations with related party, net	22,333	20,745
Long-term operating lease liabilities	354	444
Deferred revenue	750	750
Other long-term liabilities	39	36
Total liabilities	66,800	76,564
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock	1	1
Common stock - $.01 par value; shares authorized – 85,000,000 at September 30, 2023 and 70,000,000 at December 31, 2022; shares issued and outstanding – 66,604,981 at September 30, 2023 and 55,823,810 at December 31, 2022	664	556
Additional paid-in capital	678,796	636,963
Accumulated deficit	(631,807)	(603,298)
Total stockholders’ equity	47,655	34,223
Total liabilities and stockholders’ deficit	114,455	110,787
Series A Preferred Stock [Member]
Current liabilities:
Dividend payable	1,270
Stockholders’ equity:
Preferred stock	$ 1	$ 1

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares				3 Months Ended						9 Months Ended	12 Months Ended
	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)				$ 0.01						$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)				100,000						100,000	100,000
Preferred stock, shares issued (in shares)				329						329	329
Preferred stock, shares outstanding (in shares)				329						329	329
Preferred stock, dividend rate				8.875%	8.875%	8.875%	8.875%	8.875%	8.875%
Common stock, par value (in dollars per share)				$ 0.01						$ 0.01	$ 0.01
Common stock, shares authorized (in shares)				85,000,000						85,000,000	70,000,000
Common stock, shares issued (in shares)				66,604,981						66,604,981	55,823,810
Common stock, shares outstanding (in shares)				66,604,981						66,604,981	55,823,810
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)		$ 0.01		$ 0.01						$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)		7,500		7,500						7,500	7,500
Preferred stock, shares issued (in shares)				2,300						2,300	2,300
Preferred stock, shares outstanding (in shares)				2,300						2,300	2,300
Preferred stock, dividend rate	8.875%	8.875%	8.875%							8.875%	8.875%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss and comprehensive loss	$ (24,691,000)	$ (17,940,000)
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract
Depreciation	942,000	473,000
Amortization of debt discount and issuance costs	337,000	1,777,000
Amortization of right-of-use asset	90,000	18,000
Interest expense added to loan principal	711,000	0
Interest expense added to lease liability	1,570,000	1,390,000
Unrealized loss on derivative liability	220,000	0
Loss on early extinguishment of debt	5,331,000	0
Loss on equity method investments	0	171,000
Compensation charge for stock and share option awards	1,142,000	1,348,000
Changes in operating assets and liabilities:
Accounts receivable	44,000	(276,000)
Inventories	(1,812,000)	(335,000)
Prepaid expenses and other current assets	(402,000)	(43,000)
Other assets	(532,000)	(214,000)
Accounts payable	1,312,000	253,000
Lease liabilities	(80,000)	(98,000)
Deferred revenue	93,000
Other accrued liabilities	323,000	102,000
Net cash used in operating activities	(15,402,000)	(13,374,000)
Cash flows from investing activities:
Additions to property, plant and equipment and water programs	(3,815,000)	(2,432,000)
Contributions to equity-method investments	0	(101,000)
Net cash used in investing activities	(3,815,000)	(2,533,000)
Cash flows from financing activities:
Net proceeds from issuance of stock	38,490,000	11,741,000
Proceeds from the issuance of long-term debt	233,000	275,000
Dividend payments	(3,841,000)	(3,841,000)
Principal payments on long-term debt	(15,119,000)	(117,000)
Issuance costs of long-term debt	(27,000)	0
Costs for early extinguishment of debt	(600,000)	0
Taxes paid related to net share settlement of equity awards	(261,000)	0
Net cash provided by financing activities	18,875,000	8,058,000
Net decrease in cash, cash equivalents and restricted cash	(342,000)	(7,849,000)
Cash, cash equivalents and restricted cash, beginning of period	13,782,000	19,856,000
Cash, cash equivalents and restricted cash, end of period	$ 13,440,000	$ 12,007,000

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	43,656,169	2,300	329
Balance at Dec. 31, 2021	$ 435	$ 1	$ 1	$ 613,572	$ (573,400)	$ 40,609
Stock-based compensation expense (in shares)	236,995	0	0
Stock-based compensation expense	$ 2	$ 0	$ 0	431	0	433
Issuance of shares (in shares)	6,857,140	0	0
Issuance of shares	$ 69	$ 0	$ 0	11,672	0	11,741
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(5,912)	(5,912)
Balance (in shares) at Mar. 31, 2022	50,750,304	2,300	329
Balance at Mar. 31, 2022	$ 506	$ 1	$ 1	625,675	(580,577)	45,606
Balance (in shares) at Dec. 31, 2021	43,656,169	2,300	329
Balance at Dec. 31, 2021	$ 435	$ 1	$ 1	613,572	(573,400)	40,609
Net loss and comprehensive loss						(17,940)
Balance (in shares) at Sep. 30, 2022	50,793,567	2,300	329
Balance at Sep. 30, 2022	$ 506	$ 1	$ 1	626,589	(595,158)	31,939
Balance (in shares) at Mar. 31, 2022	50,750,304	2,300	329
Balance at Mar. 31, 2022	$ 506	$ 1	$ 1	625,675	(580,577)	45,606
Stock-based compensation expense (in shares)	19,971	0	0
Stock-based compensation expense	$ 0	$ 0	$ 0	423	0	423
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,288)	(1,288)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(5,483)	(5,483)
Balance (in shares) at Jun. 30, 2022	50,770,275	2,300	329
Balance at Jun. 30, 2022	$ 506	$ 1	$ 1	626,098	(587,348)	39,258
Stock-based compensation expense (in shares)	23,292	0	0
Stock-based compensation expense	$ 0	$ 0	$ 0	491	0	491
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(6,545)	(6,545)
Balance (in shares) at Sep. 30, 2022	50,793,567	2,300	329
Balance at Sep. 30, 2022	$ 506	$ 1	$ 1	626,589	(595,158)	31,939
Balance (in shares) at Dec. 31, 2022	55,823,810	2,300	329
Balance at Dec. 31, 2022	$ 556	$ 1	$ 1	636,963	(603,298)	34,223
Stock-based compensation expense (in shares)	217,452	0	0
Stock-based compensation expense	$ 2	$ 0	$ 0	63	0	65
Issuance of shares (in shares)	10,500,000	0	0
Issuance of shares	$ 105	$ 0	$ 0	38,385	0	38,490
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(10,691)	(10,691)
Balance (in shares) at Mar. 31, 2023	66,541,262	2,300	329
Balance at Mar. 31, 2023	$ 663	$ 1	$ 1	675,411	(615,254)	60,822
Balance (in shares) at Dec. 31, 2022	55,823,810	2,300	329
Balance at Dec. 31, 2022	$ 556	$ 1	$ 1	636,963	(603,298)	34,223
Net loss and comprehensive loss						(24,691)
Balance (in shares) at Sep. 30, 2023	66,604,981	2,300	329
Balance at Sep. 30, 2023	$ 644	$ 1	$ 1	678,796	(631,807)	47,655
Balance (in shares) at Mar. 31, 2023	66,541,262	2,300	329
Balance at Mar. 31, 2023	$ 663	$ 1	$ 1	675,411	(615,254)	60,822
Stock-based compensation expense (in shares)	54,344	0	0
Stock-based compensation expense	$ 1	$ 0	$ 0	163	0	164
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,288)	(1,288)
Net loss and comprehensive loss	$ 0	$ 0	$ 0	0	(7,064)	(7,064)
Balance (in shares) at Jun. 30, 2023	66,595,606	2,300	329
Balance at Jun. 30, 2023	$ 664	$ 1	$ 1	675,574	(623,606)	52,634
Stock-based compensation expense (in shares)	9,375	0	0
Stock-based compensation expense	$ 0	$ 0	$ 0	652	0	652
Dividends declared on 8.875% series A cumulative perpetual preferred shares	0	0	0	0	(1,265)	(1,265)
Net loss and comprehensive loss	0	0	0	0	(6,936)	(6,936)
Reclassification of derivative liability	$ 0	$ 0	$ 0	2,570	0	2,570
Balance (in shares) at Sep. 30, 2023	66,604,981	2,300	329
Balance at Sep. 30, 2023	$ 644	$ 1	$ 1	$ 678,796	$ (631,807)	$ 47,655

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Dividends declared (in dollars per share)	$ 550	$ 560	$ 550	$ 550	$ 560	$ 550
Preferred stock, dividend rate	8.875%	8.875%	8.875%	8.875%	8.875%	8.875%

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 1 – BASIS OF PRESENTATION

Liquidity

Supplemental Cash Flow Information

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	September 30, 2023		December 31, 2022		September 30, 2022
*(in thousands)*

Cash and Cash Equivalents	$	13,306	$	9,997	$	6,957
Restricted Cash		-		1,288		1,265
Long Term Restricted Cash		134		2,497		3,785
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	13,440	$	13,782	$	12,007

ATEC Water Systems, LLC

Revenue Recognition

Recent Accounting Pronouncements

Accounting Guidance Adopted

Note 2 - Reportable Segments

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 2 – REPORTABLE SEGMENTS

	Three Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		199			169			368

Costs and expenses:
Cost of sales		513			179			692
General and administrative		4,927			200			5,127
Depreciation		277			31			308

Total costs and expenses		5,717			410			6,127

Operating loss	$	(5,518	)	$	(241	)	$	(5,759	)

	Nine Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		708			599			1,307

Costs and expenses:
Cost of sales		967			515			1,482
General and administrative		13,926			452			14,378
Depreciation		826			116			942

Total costs and expenses		15,719			1,083			16,802

Operating loss	$	(15,011	)	$	(484	)	$	(15,495	)

The Company only operated in one segment during the nine months ended September 30, 2022, as the water treatment segment did not exist prior to the ATEC Acquisition in November 2022.

Assets by operating segment are as follows (dollars in thousands):

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	109,561	$	107,439
Water Treatment		4,894		3,348
	$	114,455	$	110,787

Goodwill by operating segment is as follows (dollars in thousands):

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Treatment		1,901		1,901
	$	5,714	$	5,714

Property, plant, equipment and water programs consist of the following (dollars in thousands):

	September 30, 2023
	Water and Land Resources			Water Treatment

Land and land improvements	$	32,357		$	-
Water programs		29,563			-
Pipeline		22,094			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			4
Machinery and equipment		3,719			176
Construction in progress		3,378			-
		94,432			180
Less accumulated depreciation		(8,967	)		(109	)
	$	85,465		$	71

	December 31, 2022
	Water and Land Resources			Water Treatment

Land and land improvements	$	30,579		$	-
Water programs		29,210			-
Pipeline		22,091			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			3
Machinery and equipment		3,229			166
Construction in progress		3,680			-
		92,110			169
Less accumulated depreciation		(8,141	)		-
	$	83,969		$	169

Note 3 - Long-term Debt

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 3 – LONG-TERM DEBT

Note 4 - Stock-based Compensation Plans

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 4 – STOCK-BASED COMPENSATION PLANS

The Company has issued options and has granted stock awards pursuant to its 2019 Equity Incentive Plan, as described below.

2019 Equity Incentive Plan

Stock Awards to Directors, Officers, and Consultants

The Company has granted stock awards pursuant to its 2019 EIP.

Cadiz Inc.

Notes to the Consolidated Financial Statements

Note 5 - Income Taxes

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 5 – INCOME TAXES

As of September 30, 2023, the Company’s unrecognized tax benefits were immaterial.

Note 6 - Net Loss Per Common Share

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 6 – NET LOSS PER COMMON SHARE

Note 7 - Leases & Property, Plant, Equipment and Water Programs

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Lessee, Operating Leases and Property, Plant and Equipment Disclosure [Text Block]

NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS

Note 8 - Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE 8 – FAIR VALUE MEASUREMENTS

(in thousands)	Level 1 Assets

Balance at December 31, 2022	$	-

Investments in Certificates of Deposit		11,500

Balance at September 30, 2023		11,500

(in thousands)	Level 3 Liabilities

Balance at December 31, 2022	$	(1,450	)

Derivative liabilities		(2,350	)
Unrealized gains on derivative liabilities, net		130

Balance at March 31, 2023		(3,670	)

Unrealized losses on derivative liabilities, net		(350	)

Balance at June 30, 2023		(4,020	)

Reclassification of derivative liabilities to additional paid-in capital		2,570

Balance at September 30, 2023	$	(1,450	)

	Investments at Fair Value as of September 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total

Assets

Certificates of Deposit	$	11,500	$	-	$	-	$	11,500

Total Assets	$	11,500	$	-	$	-	$	11,500

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

Cadiz Inc.

Notes to the Consolidated Financial Statements

Note 9 - Common and Preferred Stock

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Equity [Text Block]

NOTE 9 – COMMON AND PREFERRED STOCK

Common Stock

The Company is authorized to issue 85 million shares of Common Stock at a $0.01 par value. As of September 30, 2023, the Company had 66,604,981 shares issued and outstanding.

■

100,000 shares earned upon the signing of binding agreements for more than 51% of the Water Project’s annual capacity, which is not yet earned; and

■

All shares earned upon achievement of any of the remaining two milestones will be payable three years from the date earned.

Series 1 Preferred Stock

Series A Preferred Stock

Note 10 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Cadiz Inc.

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Liquidity Accounting Policy Disclosure [Policy Text Block]

Liquidity

Cash Flow Supplemental [Policy Text Block]

Supplemental Cash Flow Information

The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:

Cash, Cash Equivalents and Restricted Cash	September 30, 2023		December 31, 2022		September 30, 2022
*(in thousands)*

Cash and Cash Equivalents	$	13,306	$	9,997	$	6,957
Restricted Cash		-		1,288		1,265
Long Term Restricted Cash		134		2,497		3,785
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	13,440	$	13,782	$	12,007

Business Combinations Policy [Policy Text Block]

ATEC Water Systems, LLC

Revenue [Policy Text Block]

Revenue Recognition

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Accounting Guidance Adopted

Note 1 - Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

Cash, Cash Equivalents and Restricted Cash	September 30, 2023		December 31, 2022		September 30, 2022
*(in thousands)*

Cash and Cash Equivalents	$	13,306	$	9,997	$	6,957
Restricted Cash		-		1,288		1,265
Long Term Restricted Cash		134		2,497		3,785
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$	13,440	$	13,782	$	12,007

Note 2 - Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		199			169			368

Costs and expenses:
Cost of sales		513			179			692
General and administrative		4,927			200			5,127
Depreciation		277			31			308

Total costs and expenses		5,717			410			6,127

Operating loss	$	(5,518	)	$	(241	)	$	(5,759	)

	Nine Months Ended September 30, 2023

(in thousands)	Land and Water Resources			Water Treatment			*Total*


Total revenues		708			599			1,307

Costs and expenses:
Cost of sales		967			515			1,482
General and administrative		13,926			452			14,378
Depreciation		826			116			942

Total costs and expenses		15,719			1,083			16,802

Operating loss	$	(15,011	)	$	(484	)	$	(15,495	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	109,561	$	107,439
Water Treatment		4,894		3,348
	$	114,455	$	110,787

Schedule of Goodwill [Table Text Block]

	September 30,		December 31,
	2023		2022
Operating Segment:
Water and Land Resources	$	3,813	$	3,813
Water Treatment		1,901		1,901
	$	5,714	$	5,714

Property, Plant and Equipment [Table Text Block]

	September 30, 2023
	Water and Land Resources			Water Treatment

Land and land improvements	$	32,357		$	-
Water programs		29,563			-
Pipeline		22,094			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			4
Machinery and equipment		3,719			176
Construction in progress		3,378			-
		94,432			180
Less accumulated depreciation		(8,967	)		(109	)
	$	85,465		$	71

	December 31, 2022
	Water and Land Resources			Water Treatment

Land and land improvements	$	30,579		$	-
Water programs		29,210			-
Pipeline		22,091			-
Buildings		1,715			-
Leasehold improvements, furniture and fixtures		1,606			3
Machinery and equipment		3,229			166
Construction in progress		3,680			-
		92,110			169
Less accumulated depreciation		(8,141	)		-
	$	83,969		$	169

Note 8 - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]

(in thousands)	Level 1 Assets

Balance at December 31, 2022	$	-

Investments in Certificates of Deposit		11,500

Balance at September 30, 2023		11,500

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

(in thousands)	Level 3 Liabilities

Balance at December 31, 2022	$	(1,450	)

Derivative liabilities		(2,350	)
Unrealized gains on derivative liabilities, net		130

Balance at March 31, 2023		(3,670	)

Unrealized losses on derivative liabilities, net		(350	)

Balance at June 30, 2023		(4,020	)

Reclassification of derivative liabilities to additional paid-in capital		2,570

Balance at September 30, 2023	$	(1,450	)

Fair Value, by Balance Sheet Grouping [Table Text Block]

	Investments at Fair Value as of September 30, 2023
(in thousands)	Level 1		Level 2		Level 3		Total

Assets

Certificates of Deposit	$	11,500	$	-	$	-	$	11,500

Total Assets	$	11,500	$	-	$	-	$	11,500

Liabilities

Contingent consideration liabilities	$	-	$	-	$	1,450	$	1,450

Total Liabilities	$	-	$	-	$	1,450	$	1,450

Note 1 - Basis of Presentation (Details Textual) - USD ($)			1 Months Ended	3 Months Ended						9 Months Ended
	Feb. 02, 2023	Nov. 09, 2022	Jan. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Net Income (Loss) Attributable to Parent				$ (6,936,000)	$ (7,064,000)	$ (10,691,000)	$ (6,545,000)	$ (5,483,000)	$ (5,912,000)	$ (24,691,000)	$ (17,940,000)
Working Capital				10,700,000						10,700,000
Net Cash Provided by (Used in) Operating Activities										(15,402,000)	(13,374,000)
Gain (Loss) on Extinguishment of Debt										(5,331,000)	$ 0
Dividends Payable, Current				1,265,000						1,265,000		$ 1,288,000
ATEC Acquisition [Member]
Business Combination, Consideration Transferred		$ 2,200,000
Series A Preferred Stock [Member]
Dividends Payable, Current				1,270,000						1,270,000
First Amended Credit Agreement 1 [Member]
Repayments of Debt			$ 15,000,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 4.8
First Amended Credit Agreement 1 [Member] \| Maximum [Member]
Debt Conversion, Original Debt, Amount	$ 15,000,000
Senior Secured Debt [Member]
Interest Paid, Excluding Capitalized Interest, Operating Activities										1,248,000
Paid-in-Kind Interest, Payable				$ 711,000						$ 711,000
Private Placement [Member] \| Direct Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)			10,500,000
Shares Issued, Price Per Share (in dollars per share)			$ 3.84
Proceeds from Issuance of Common Stock, Gross			$ 40,320,000
Proceeds from Issuance of Common Stock, Net			$ 38,500,000

Note 1 - Basis of Presentation - Components of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents	$ 13,306	$ 9,997	$ 6,957
Restricted Cash	0	1,288	1,265
Long Term Restricted Cash	134	2,497	3,785
Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows	$ 13,440	$ 13,782	$ 12,007	$ 19,856

Note 2 - Reportable Segments (Details Textual) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Number of Reportable Segments			2
Revenues	$ 368	$ 599	$ 1,307	$ 927
Intersegment Eliminations [Member]
Revenues			(311)
Gross Profit			$ 102

Note 2 - Reportable Segments - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total revenues	$ 368	$ 599	$ 1,307	$ 927
Cost of sales	692	1,163	1,482	1,163
General and administrative	5,127	3,700	14,378	10,911
Depreciation	308	180	942	473
Total costs and expenses	6,127	5,043	16,802	12,547
Operating loss	(5,759)	$ (4,444)	(15,495)	$ (11,620)
Water and Land Resources [Member]
Total revenues	199		708
Cost of sales	513		967
General and administrative	4,927		13,926
Depreciation	277		826
Total costs and expenses	5,717		15,719
Operating loss	(5,518)		(15,011)
Water Treatment [Member]
Total revenues	169		599
Cost of sales	179		515
General and administrative	200		452
Depreciation	31		116
Total costs and expenses	410		1,083
Operating loss	$ (241)		$ (484)

Note 2 - Reportable Segments - Assets by Operating Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets	$ 114,455	$ 110,787
Water and Land Resources [Member]
Assets	109,561	107,439
Water Treatment [Member]
Assets	$ 4,894	$ 3,348

Note 2 - Reportable Segments - Goodwill by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill	$ 5,714	$ 5,714
Water and Land Resources [Member]
Goodwill	3,813	3,813
Water Treatment [Member]
Goodwill	$ 1,901	$ 1,901

Note 2 - Reportable Segments - Property, Plant, Equipment and Water Programs (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, plant, and equipment, net	$ 85,536	$ 84,138
Water and Land Resources [Member]
Property, plant, and equipment	94,432	92,110
Less accumulated depreciation	(8,967)	(8,141)
Property, plant, and equipment, net	85,465	83,969
Water Treatment [Member]
Property, plant, and equipment	180	169
Less accumulated depreciation	(109)
Property, plant, and equipment, net	71	169
Land and Land Improvements [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	32,357	30,579
Water Programs [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	29,563	29,210
Pipelines [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	22,094	22,091
Building [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	1,715	1,715
Leasehold Improvements, Furniture, Fixtures [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	1,606	1,606
Leasehold Improvements, Furniture, Fixtures [Member] \| Water Treatment [Member]
Property, plant, and equipment	4	3
Machinery and Equipment [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	3,719	3,229
Machinery and Equipment [Member] \| Water Treatment [Member]
Property, plant, and equipment	176	166
Construction in Progress [Member] \| Water and Land Resources [Member]
Property, plant, and equipment	$ 3,378	$ 3,680

Note 3 - Long-term Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended						9 Months Ended	12 Months Ended
	Feb. 02, 2023	Jul. 02, 2021	Jul. 01, 2021	Jun. 29, 2021	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Dec. 31, 2022
Preferred Stock, Dividend Rate, Percentage					8.875%	8.875%	8.875%	8.875%	8.875%	8.875%
Warrants Issued to Lenders [Member]
Class of Warrant or Right, Issued During Period (in shares)		2
A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)		500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 17.38
Percentage of Closing Price Per Share of Common Stock		120.00%
B Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 21.72
Percentage of Closing Price Per Share of Common Stock		150.00%
Warrants and Rights Outstanding, Term (Day)		180 days
Series A Preferred Stock [Member]
Preferred Stock, Dividend Rate, Percentage		8.875%	8.875%	8.875%							8.875%	8.875%
Depository Shares [Member]
Preferred Stock, Liquidation Preference Per Share (in dollars per share)		$ 25	$ 25
Conversion Option on Debt [Member]
Derivative Liability	$ 2,400
Unrealized Gain (Loss) on Derivatives					$ 0						$ (220)
Conversion Option on Debt [Member] \| Reclassified to Additional Paid-in Capital [Member]
Derivative Liability					$ 2,570						$ 2,570
New Loan [Member]
Debt Instrument, Face Amount		$ 50,000
Repayments of Debt	15,000
Debt Instrument, Convertible, Maximum Amount	$ 15,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 4.8
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Debt Instrument, Principal Amount with Interest Paid in Cash	$ 20,000
Debt Instrument, Principal Amount with Interest Paid in Kind	15,000
Debt Instrument, Unamortized Discount	2,000
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 980
New Loan [Member] \| Repayment After Eighteen-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage		4.00%
New Loan [Member] \| Repayment After Thirty-months of the Closing Date [Member]
Debt Instrument, Repayment Fee Percentage		6.00%
New Loan [Member] \| Issuance After One Year of the Closing Date [Member]
Debt Instrument, Prepay Amount, Percentage of the Cash Proceeds Received		75.00%
New Loan [Member] \| After 24-months Anniversary of the Closing of the Debt [Member]
Debt Instrument, Percentage of Principal Exchanged into Depositary Receipts		100.00%

Note 4 - Stock-based Compensation Plans (Details Textual)						1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 01, 2023 shares	Mar. 01, 2023 shares	Jan. 03, 2023 shares	Feb. 04, 2022 $ / shares shares	Jul. 01, 2021 USD ($)	Jul. 31, 2022 shares	Apr. 30, 2021 shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 shares	Jul. 10, 2019 shares
Share-based Payment Arrangement, Expense \| $								$ 652,000	$ 492,000	$ 1,142,000	$ 1,348,000
Water Supply Agreement, Number of Acre-feet of Water Per Annum To Customer							9,500
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)				170,000
Restricted Stock Units (RSUs) [Member] \| Vesting Upon Completion of Final Binding Water Supply Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)				85,000
Restricted Stock Units (RSUs) [Member] \| Vesting on March 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number (in shares)				85,000
Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							825,000
Milestone RSUs [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							510,000
Milestone RSUs [Member] \| Share-Based Payment Arrangement, Employee [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							255,000
Milestone RSUs [Member] \| Share-Based Payment Arrangement, Employee [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							255,000
Non-milestone Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							315,000
Non-milestone Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Employee [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)						60,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)			60,000
Non-milestone Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Employee [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)		158,673										158,673
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							255,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)		255,000
Performance Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)				450,000
Performance Stock Units [Member] \| Vesting Upon Price Hurdle of $7 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)				200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) \| $ / shares				$ 7
Performance Stock Units [Member] \| Vesting Upon Price Hurdle of $9 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)				150,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) \| $ / shares				$ 9
Performance Stock Units [Member] \| Vesting Upon Price Hurdle of $11 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)				50,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) \| $ / shares				$ 11
Performance Stock Units [Member] \| Vesting Upon Price Hurdle of $13 Per Share [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)				50,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vesting, Price Hurdle (in dollars per share) \| $ / shares				$ 13
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares)	200,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting Upon Completion of Certain Milestone [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)	200,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting on October 1, 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)	100,000
A Consultant [Member] \| Restricted Stock Units (RSUs) [Member] \| Vesting on February 1, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)	100,000
Two Thousand Nineteen Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)													2,700,000
Two Thousand Nineteen Equity Incentive Plan [Member] \| Outside Director [Member] \| Accrues Yearly [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold \| $					$ 75,000
Share-based Payment Arrangement, Expense \| $					25,000
Two Thousand Nineteen Equity Incentive Plan [Member] \| Outside Director [Member] \| Accrues Quarterly [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold \| $					18,750
Share-based Payment Arrangement, Expense \| $					$ 6,250
Two Thousand Nineteen Equity Incentive Plan [Member] \| Directors, Consultants and Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)										2,312,925
Two Thousand Nineteen Equity Incentive Plan [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares)										46,744

Note 5 - Income Taxes (Details Textual) $ in Thousands	9 Months Ended
Note 5 - Income Taxes (Details Textual) $ in Thousands	Sep. 30, 2023 USD ($)
Deferred Tax Assets, Net, Total	$ 0
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards	$ 350,000
Open Tax Year	2020 2021 2022
Open Tax Period (Year)	3 years
State and Local Jurisdiction [Member] \| California Franchise Tax Board [Member]
Operating Loss Carryforwards	$ 300,000
Open Tax Year	2019 2020 2021 2022
Open Tax Period (Year)	4 years

Note 6 - Net Loss Per Common Share (Details Textual) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	5,534,000	2,033,000	5,237,000	1,702,000

Note 7 - Leases & Property, Plant, Equipment and Water Programs (Details Textual)		9 Months Ended
	Feb. 29, 2016 USD ($) a	Sep. 30, 2023 USD ($) a	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)
Depreciation		$ 942,000	$ 473,000
Property Related to Development of Alfalfa [Member]
Construction in Progress, Gross		$ 1,751,000
Area of Land (Acre) \| a		150
Land Improvements, Buildings, Leasehold Improvements, Machinery and Equipment and Furniture and Fixtures [Member]
Depreciation		$ 942,000	$ 473,000
Fenner Valley Farms LLC Lease Agreement [Member]
Lessor, Operating Lease, Term of Contract (Year)	99 years
Area of Real Estate Property (Acre) \| a	2,100
Long-term Debt, Total	$ 12,000,000
Lessor, Operating Lease, Payment to be Received, Year One				$ 420,000
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		1 month
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Month)		37 months

Note 8 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Business Combination, Contingent Consideration, Liability, Total	$ 1,450
ATEC Acquisition [Member]
Business Combination, Contingent Consideration, Liability, Total	$ 1,450	$ 1,450

Note 8 - Fair Value Measurements - Level 1 Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Balance	$ 11,500
Fair Value, Inputs, Level 1 [Member]
Balance	0
Balance	11,500
Fair Value, Inputs, Level 1 [Member] \| Certificates of Deposit [Member]
Investments in Certificates of Deposit	$ 11,500

Note 8 - Fair Value Measurements - Level 3 Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Balance	$ (4,020)	$ (3,670)	$ (1,450)
Derivative liabilities			2,350
Unrealized gains on derivative liabilities, net		(350)	130
Reclassification of derivative liabilities to additional paid-in capital	2,570
Balance	$ (1,450)	$ (4,020)	$ (3,670)

Note 8 - Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Certificates of Deposit	$ 11,500
Total Assets	11,500
Contingent consideration liabilities	1,450
Total Liabilities	1,450
Fair Value, Inputs, Level 1 [Member]
Certificates of Deposit	11,500
Total Assets	11,500	$ 0
Contingent consideration liabilities	0
Total Liabilities	0
Fair Value, Inputs, Level 2 [Member]
Certificates of Deposit	0
Total Assets	0
Contingent consideration liabilities	0
Total Liabilities	0
Fair Value, Inputs, Level 3 [Member]
Certificates of Deposit	0
Total Assets	0
Contingent consideration liabilities	1,450
Total Liabilities	$ 1,450

Note 9 - Common and Preferred Stock (Details Textual)						3 Months Ended						9 Months Ended		12 Months Ended	27 Months Ended
Note 9 - Common and Preferred Stock (Details Textual)	Jul. 02, 2021 USD ($) $ / shares	Jul. 01, 2021 USD ($) $ / shares shares	Jun. 29, 2021 $ / shares shares	Mar. 05, 2020 shares	Jan. 31, 2013 shares	Sep. 30, 2023 $ / shares shares	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Jul. 02, 2026 $ / shares
Common Stock, Shares Authorized (in shares)						85,000,000						85,000,000		70,000,000	85,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares						$ 0.01						$ 0.01		$ 0.01	$ 0.01
Common Stock, Shares, Issued (in shares)						66,604,981						66,604,981		55,823,810	66,604,981
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					400,000
Percentage Of Projects Annual Capacity					51.00%
Number of Milestones for Common Stock Issuance					2
Shares Payable Term From Date Earned (Year)					3 years
Preferred Stock, Shares Issued, Total (in shares)						329						329		329	329
Preferred Stock, Dividend Rate, Percentage						8.875%	8.875%	8.875%	8.875%	8.875%	8.875%
Preferred Stock, Shares Authorized (in shares)						100,000						100,000		100,000	100,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares						$ 0.01						$ 0.01		$ 0.01	$ 0.01
Payments of Dividends \| $												$ 3,841,000	$ 3,841,000		$ 10,396,000
Common Stock, Shares, Outstanding (in shares)						66,604,981						66,604,981		55,823,810	66,604,981
Preferred Stock, Shares Outstanding (in shares)						329						329		329	329
Preferred Class A [Member]
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)				405.05
Series 1 Preferred Stock [Member]
Conversion of Stock, Shares Converted (in shares)														9,671
Conversion of Stock, Shares Issued (in shares)														3,917,235
Preferred Stock, Shares Issued, Total (in shares)														329
Depository Shares [Member]
Preferred Stock, Shares Per Depository Share (in dollars per share) \| $ / shares			$ 0.001
Preferred Stock, Liquidation Preference Per Share (in dollars per share) \| $ / shares	$ 25	$ 25
Preferred Stock, Liquidation Preference Per Share Per Year		2.21875
Dividends Payable, Amount Per Share (in dollars per share) \| $ / shares						$ 0.55						$ 0.55			$ 0.55
Depository Shares [Member] \| Sale Including Overallotment Option [Member]
Stock Issued During Period, Shares, New Issues (in shares)			2,000,000
Sale Including Overallotment Option [Member] \| Sale Including Overallotment Option [Member] \| Maximum [Member]
Stock Issued During Period, Shares, New Issues (in shares)			300,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Issued, Total (in shares)						2,300						2,300		2,300	2,300
Preferred Stock, Dividend Rate, Percentage	8.875%	8.875%	8.875%									8.875%		8.875%
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs \| $	$ 54,000,000
Preferred Stock, Shares Authorized (in shares)		7,500				7,500						7,500		7,500	7,500
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.01				$ 0.01						$ 0.01		$ 0.01	$ 0.01
Preferred Stock, Liquidation Preference, Value \| $		$ 25,000
Preferred Stock, Liquidation Preference Per Share Per Year		2,218.75
Dividends Payable, Amount Per Share (in dollars per share) \| $ / shares						$ 550						$ 550			$ 550
Conversion of Stock, Shares Cap (in shares)		3,748.13
Preferred Stock, Shares Outstanding (in shares)						2,300						2,300		2,300	2,300
Conversion of Convertible Senior Notes 2020 into Preferred Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued (in shares)				10,000
Shares Earned Upon The Signing Of Binding Agreements [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					100,000
Shares Earned Upon The Commencement Of Construction [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					100,000
Forecast [Member] \| Depository Shares [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares																$ 25
Forecast [Member] \| Series A Preferred Stock [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares																$ 25,000
Upon Change of Control [Member] \| Depository Shares [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares		$ 25
Upon Change of Control [Member] \| Series A Preferred Stock [Member]
Preferred Stock, Redemption Price Per Share (in dollars per share) \| $ / shares		$ 25,000

Note 10 - Commitments and Contingencies (Details Textual) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Business Combination, Contingent Consideration, Liability, Total	$ 1,450,000
ATEC Acquisition [Member]
Business Combination, Contingent Consideration, Liability, Total	1,450,000	$ 1,450,000
Water Project [Member]
Deferred Revenue, Total	$ 750,000		$ 750,000