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): December 6, 2023

Cadiz Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-12114	77-0313235
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

550 S. Hope Street, Suite 2850
Los Angeles, California		70071
(Address of principal executive offices)		(Zip Code)

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

Former name or former address, if changed since last report: Not Applicable

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:

☐	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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Depositary Shares (each representing 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2023, the board of directors (the “Board”) of Cadiz, Inc. (“Cadiz” or the “Company”) determined to announce a management transition plan whereby the Board will appoint Susan Kennedy as Chief Executive Officer of Cadiz, in addition to Ms. Kennedy’s continued service as Chair of the Board, and to retain Scott Slater, the current Chief Executive Officer of Cadiz, as senior advisor to the Company, each effective as of January 1, 2024, subject to reaching agreement with Mr. Slater and Ms. Kennedy as to the compensation terms of such future service.

Ms. Kennedy, age 62, was appointed a director of the Company in March 2021 and became Chair in February 2022. Ms. Kennedy is an accomplished executive, policymaker and strategist with a distinguished career as founder and chief executive of a clean energy company, top advisor to two California Governors, former Commissioner of the California Public Utilities Commission, and advisor to high-profile governing boards in the corporate, regulatory, government, and non-profit sectors. She recently served as a Senior Executive at Lyft, Inc. Previously, Ms. Kennedy founded California energy storage start-up Advanced Microgrid Solutions, serving as chief executive officer and board chair from 2013-2020 until it was acquired by Fluence (NASDAQ: FLNC) in 2020. Prior to entering the private sector, Ms. Kennedy served for two decades at the highest levels of government, including chief of staff to Governor Arnold Schwarzenegger (2006-2011) and cabinet secretary and deputy chief of staff to Governor Gray Davis (1999-2003). From 2003 to 2006, Ms. Kennedy served as Commissioner of the California Public Utilities Commission (CPUC), which regulates the state’s investor-owned electricity, gas, telecommunications, and water utilities. In this role, she oversaw the CPUC’s efforts to ensure water utilities deliver clean, safe, and reliable water to their customers at reasonable rates. In addition to her service on the CPUC, Ms. Kennedy was confirmed by the California Senate to serve on the California Bay-Delta Authority, the statewide body responsible for overseeing one of the largest water projects in the world — the $8 billion, 10-year restoration of the San Francisco Bay Delta ecosystem. In this role, Ms. Kennedy was responsible for agreements among environmentalists, agricultural interests, and urban water users for multi-billion-dollar co-investments in water storage facilities, water use efficiency, and restoration of impaired waterways and fisheries. Ms. Kennedy holds a B.A. in Management from Saint Mary’s College of California.

There are no family relationships between Ms. Kennedy and any other directors or current officers of the Company. There are also no related party transactions between Ms. Kennedy and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K. When appointed as Chief Executive Officer as expected, Ms. Kennedy will serve in such capacity at the discretion of the Board.

There is currently no plan, contract or arrangement or any grant or award made in connection with Ms. Kennedy’s expected appointment as Chief Executive Officer, and any such plan, contract or arrangement, or grant or award, will be reported when determined. Ms. Kennedy’s previously reported compensatory arrangements, grants and awards remain in effect without modification.

Item 7.01 Regulation FD Disclosure

On December 7, 2023, the Company issued a press release regarding the expected appointment of Ms. Kennedy as Chief Executive Officer and the continuing service of Mr. Slater as senior advisor to the Company, each effective as of January 1, 2024. A copy of the press release is attached hereto 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 December 7, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, thereunto duly authorized.


	CADIZ INC.


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

Dated: December 8, 2023

PRESS RELEASE

Date: December 7, 2023

Cadiz to Expand Executive Team in 2024

Executive Chair, Susan Kennedy, to Step into Full-time Role as CEO, Water-law Expert

Scott Slater to continue Serving as Senior Advisor, and the Company to Create Two

New Executive Positions as Project Development Ramps Up

Los Angeles, CALIFORNIA (12.6.23) - Cadiz, Inc. (NASDAQ: CDZI/CDZIP, the “Company”) is pleased to announce today that Susan Kennedy, Executive Chair of the Board of Directors, will step into a full-time role as the Company’s Chief Executive Officer (“CEO”) beginning January 1, 2024. Scott Slater, who has served as President and CEO of Cadiz since 2011, plans to continue to serve as a senior advisor to the Company. The Company also plans to create two new executive positions in 2024, one focused on development and operation of the Cadiz Water Supply and Storage Project and one focused on scaling the Company’s wholly owned water filtration business, ATEC Water Systems, LLC.

“Cadiz is at a critical inflection point,” Kennedy said. “It’s time to scale up our development and operational capabilities. These next two years will be about building out our water infrastructure assets, scaling deployment of our water filtration technology and exploring new commercial opportunities such as hydrogen.”

“We’re in a strong position,” Scott Slater said. “I’m proud of the milestones we’ve reached and looking forward to helping the company jump to the next level of development. I am particularly proud of what we’ve accomplished with the acquisition of pipeline and technology assets and am looking forward to seeing those assets monetized and scaled.”

“Scott and Susan have done a remarkable job setting the company up for this moment,” Winston Hickox, Cadiz’ lead independent director said. “Between Scott Slater’s water law and industry expertise and Susan Kennedy’s operational and political capabilities, the company is positioned to scale at a time when access to clean, reliable water around the world is becoming more challenging due to the impacts of climate change.”

Scott Slater is a legendary water rights attorney with unmatched depth in some of the most complex and historic water transactions in United States’ history. Slater was appointed President of Cadiz in 2011 and named CEO in 2013 while also maintaining his shareholder position at Brownstein, Hyatt, Farber, Schreck, ranked as one of the best law firms in the U.S. on Water Law and Land Use. The Board thanks Scott for leading the design and approval of the largest fully integrated groundwater conservation and storage project in California, and successfully defending the permits through a decade of litigation, appeals and regulatory challenges. Slater innovatively led the company’s acquisition of pipeline assets from El Paso Natural Gas in 2020, setting the Company up to be first in the world to convert fossil fuel pipelines to transport water. In 2022, Slater led Cadiz’ acquisition of ATEC Water Systems, a water filtration company with market-leading filtration technology able to address the rapidly increasing threat of groundwater contamination from iron and manganese, arsenic, nitrates, Chromium-6 and other chemicals.

Kennedy, who has served as Cadiz’s Executive Chair since 2021, will take over as full time CEO in January 2024. Slater plans to continue supporting Cadiz in 2024 in a consulting capacity, focused on completing numerous transactions related to the water supply and storage project, ATEC Systems, green hydrogen development and other commercial opportunities.

Since Cadiz acquired the ATEC business in Q4 2022, ATEC has secured contracts and begun production on projects expected to generate significant revenues for the company in FY 2024. ATEC revenues are expected to exceed $12 million in FY 2024 with projected segment positive operating income of approximately $3 - 4 million during FY 2024.

“Cadiz will be operating on all cylinders in 2024,” Kennedy said.

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 expected changes in and additions to the management team of Cadiz, Inc. (the “Company”), the Company’s ability to complete transactions related to the water supply and storage project, and the future revenue and operating performance of the ATEC water treatment operating segment of 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 include our ability to reach agreement with our existing CEO and Executive Chair on the terms of future service, our ability to attract and retain talent to expand our management team, our expected growth opportunities may take longer to realize than expected, we may experience delays in the supply chain for materials, or other factors 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	Dec. 06, 2023
Document Information [Line Items]
Entity, Registrant Name	Cadiz Inc.
Document, Type	8-K
Document, Period End Date	Dec. 06, 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	70071
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