Form 8-K - Current report

UNITED STATES

Securities and Exchange Commission

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2023

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-12114		77-0313235
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 S. Hope Street, Suite 2850 Los Angeles, California		90071
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (213) 271-1600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Depositary Shares (each representing a 1/1000^th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)	CDZIP	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On November 13, 2023, Cadiz Inc. (the “Company”) issued a press release providing a one-year anniversary update regarding its acquisition of its water treatment operating subsidiary ATEC Water Systems LLC (“ATEC”), a leading producer of specialized water filtration solutions for contaminated groundwater sources. A copy of the Company’s press release is attached as Exhibit 99.1 to this current report on Form 8-K.

The information disclosed under this Item 7, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 13, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CADIZ INC.

	By:	/s/ Stanley E. Speer
		Stanley E. Speer
		Chief Financial Officer

Date: November 13, 2023

EXHIBIT 99.1

PRESS RELEASE

Date: November 13, 2023

Cadiz Marks One Year Anniversary of ATEC Acquisition

ATEC Water Systems Revenues Expected to top $12 Million in FY 2024

Los Angeles, CALIFORNIA (11.13.23) - Today, Cadiz, Inc. (NASDAQ: CDZI/CDZIP) is pleased to mark the one-year anniversary of its acquisition of our water treatment operating subsidiary ATEC Water Systems, L.L.C. (“ATEC”), a leading producer of specialized water filtration solutions for contaminated groundwater sources. Since Cadiz acquired the business in Q4 2022, ATEC has secured contracts and begun production on projects expected to generate significant revenues beginning in FY 2024. ATEC segment revenues are expected to total approximately $1.4 million in FY 2023 and exceed $12 million in FY 2024 with projected segment positive operating income of approximately $3 - 4 million during FY 2024.

“We are pleased with ATEC’s success and its promise to deliver a robust source of future cash flow for the business while meeting the urgent need for access to clean water in communities affected by groundwater contamination,” said Susan Kennedy, Executive Chair of Cadiz.

With manufacturing facilities in Hollister, California, ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater contaminants that pose health risks in drinking water, including iron, manganese, arsenic, chromium-6, and other constituents of concern. In March 2023, ATEC was awarded a contract to provide all wellhead filters for removal of iron and manganese for the Central Utah Water Conservancy District, the largest water district in Utah. Delivery of ATEC filters under this contract is expected to begin in the first quarter of 2024.

Earlier this year, Cadiz installed ATEC’s new arsenic filtration systems at wells on tribal lands in Thermal, California near the Salton Sea for the Torres Martinez Desert Cahuilla Indian Tribe. The filters are successfully removing arsenic and bringing the community wells into compliance with safe drinking water standards established by state and federal water quality agencies.

We believe ATEC filters provide the most cost-effective treatment solutions for successful reduction and removal of iron and manganese from groundwater. High levels of manganese pose significant potential health risks, especially for babies and young children. An April 2023 study in the journal Environmental Science & Technology, found the occurrence of elevated levels of manganese especially prevalent in disadvantaged communities in California’s Central Valley in tandem with elevated arsenic. The ATEC iron and manganese treatment system has effectively been adapted to remove arsenic as well as chromium-6.

“We believe there is no other treatment filtration system on the market that can remove iron, manganese, chromium-6 or arsenic from groundwater sources large and small as affordably or effectively as ATEC,” said Lee Odell, ATEC COO and lead engineer. “Our experience in successful treatment of iron and manganese will make us the solution to this challenge effecting thousands of communities.”

Earlier this year, ATEC entered into a service contract with Goble Sampson, a leading Manufacturers’ Representative of process equipment providers for water and wastewater treatment. Goble Sampson is actively marketing ATEC filtration products in 10 western states.

About Cadiz, Inc.

Founded in 1983, Cadiz, Inc. (NASDAQ: CDZI) is a California water solutions company dedicated to providing access to clean, reliable and affordable water for people through a unique combination of water supply, storage, pipeline and treatment solutions. With 45,000 acres of land in California, 2.5 million acre-feet of water supply, 220 miles of pipeline assets and the most cost-effective water treatment filtration technology in the industry, Cadiz offers a full suite of solutions to address the impacts of climate change on clean water access.

For more information, please visit www.cadizinc.com.

Contact:

Courtney Degener

cdegener@cadizinc.com

213-271-1603

###

FORWARD LOOKING STATEMENTS: This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to statements regarding the future revenue and operating performance of the ATEC water treatment operating segment of Cadiz, Inc. (the “Company”) that are subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the control of ATEC and the Company. Although the Company believes that the expectations reflected in our forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results or events to differ materially from those reflected in the Company’s forward-looking statements, including expected growth opportunities or cost savings may take longer to realize than expected, delays in the supply chain for materials, or other factors, are detailed in the Company’s Securities and Exchange Commission filings. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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