As filed with the Securities and Exchange Commission on June 12, 2024
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S‑8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________________
CADIZ INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0313235
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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550 S. Hope Street, Suite 2850
Los Angeles, California 90071
(Address of principal executive offices)
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Cadiz Inc. 2019 Equity Incentive Plan
(Full title of the plans)
________________________________
SUSAN P. KENNEDY
Chief Executive Officer
Cadiz Inc.
550 S. Hope Street, Suite 2850
Los Angeles, California 90071
(Name and address of agent for service)
(213) 271-1600
(Telephone number, including area code, of agent for service)
________________________________
Copies of communications to:
HOWARD J. UNTERBERGER, ESQ.
Law Office of Howard J. Unterberger
3337 Keeshen Drive
Los Angeles, California 90066
(310) 740‑7183
________________________________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☑
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Smaller reporting company
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☑
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed by Cadiz Inc. (the “Registrant”) for the purpose of registering an additional 2,500,000 shares of common stock, $0.01 par value per share (the “Common Stock”) that are issuable under the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the "Plan"). These additional shares of Common Stock are securities of the same class and relate to the same stock incentive plan as those shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2019 (File No. 333-233582) and August 3, 2022 (File No. 333-266504). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed or incorporated by reference as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 12th day of June 2024.
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CADIZ INC.
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By:
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/s/ Susan P. Kennedy
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Susan P. Kennedy
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Susan P. Kennedy and Stanley Speer, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Susan P. Kennedy
Susan P. Kennedy
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Chair and Chief Executive Officer
(Principal Executive Officer)
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June 12, 2024
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/s/ Stanley Speer
Stanley Speer
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Chief Financial Officer
(Principal Financial and
Accounting Officer)
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June 12, 2024
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/s/ Stephen E. Courter
Stephen E. Courter
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Director
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June 12, 2024
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/s/ Maria Dreyfus
Maria Dreyfus
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Director
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June 12, 2024
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/s/ Maria Echaveste
Maria Echaveste
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Director
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June 12, 2024
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/s/ Winston H. Hickox
Winston H. Hickox
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Director
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June 12, 2024
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/s//Barbara Lloyd
Barbara Lloyd
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Director
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June 12, 2024
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/s/ Kenneth T. Lombard
Kenneth T. Lombard
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Director
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June 12, 2024
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/s/ Richard Polanco
Richard Polanco
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Director
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June 12, 2024
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/s/ Carolyn Webb de Macias
Carolyn Webb de Macias
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Director
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June 12, 2024
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Exhibit 4.3
EXHIBIT 5.1
June 12, 2024
Cadiz Inc.
550 South Hope Street
Suite 2850
Los Angeles, CA 90071
Re: Securities Registered under Registration Statement on Form S-8
You have requested our opinion, as set forth below, in connection with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, by Cadiz Inc., a Delaware corporation (the "Company") as to which this opinion is being filed as an exhibit (the "Registration Statement"). The Registration Statement relates to the registration of 2,500,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), issuable from time to time pursuant to the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the "Plan").
In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinion, we have relied upon the certificates of certain officers of the Company.
We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, rules or regulations.
Subject to the foregoing, it is our opinion that, as of the date of effectiveness of the Registration Statement, the Shares have been duly authorized by all necessary corporate action of the Company, and upon issuance thereof in conformity with the terms of the Plan and in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
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Very truly yours,
/s/ Howard J. Unterberger
Law Office of Howard J. Unterberger
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Cadiz Inc. of our report dated March 28, 2024 relating to the financial statements, which appears in Cadiz Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
June 12, 2024
EXHIBIT 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Cadiz Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
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Security Type
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Security
Class
Title
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Fee
Calculation
Rule
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price Per
Unit
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Maximum
Aggregate
Offering
Price
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Fee
Rate
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Amount of
Registration
Fee
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Equity
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Common Stock, $0.01 par value per share
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Rule 457(c) and Rule 457(h)
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2,500,000 |
(2) |
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$ |
2.96 |
(3) |
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$ |
7,400 ,000 |
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$147.60 per $1,000,000
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$ |
1,092.24 |
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Total Offering Amounts
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$ |
7,400,000 |
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$ |
1,092.24 |
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Total Fee Offsets (4)
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$ |
0.00 |
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Net Fee Due
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$ |
1,092.24 |
____________________________________
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of an additional 2,500,000 shares of Common Stock issuable under the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the “2019 Plan”) pursuant to the terms of the 2019 Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Cadiz Inc.’s (the “Registrant”) Common Stock on June 7, 2024, as reported on The Nasdaq Global Market.
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(4)
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The Registrant does not have any fee offsets.
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