United States
Securities and Exchange Commission
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Cumulative Perpetual Preferred Stock, par value $0.01 per share) | The Global Market |
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Item 7.01 Regulation FD Disclosure
On November 4, 2024, Cadiz Inc. (the “Company”) announced that it has entered into a placement agent agreement for the purchase and sale of an aggregate of 7,000,000 shares of its common stock in a registered direct offering at a price of $3.34 per share. The press release announcing the registered direct offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the registered direct offering, the Company met investors on a confidential basis and provided them with presentation materials, which are furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information under this Item 7.01 and the press release and presentation materials attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Forward-Looking Statements
The information under this Item 7.01 and the exhibits hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements related to the Company’s expectations with respect to future events or future performance of the Company, the completion and timing of the closing of the registered direct offering and the intended use of proceeds. Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties include, without limitation, changes in business and market conditions and the satisfaction of customary closing conditions related to the registered direct offering, risks and uncertainties associated with the Company’s business and finances in general, as well as other risk factors described from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent filings. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. The Company undertakes 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, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release | |
| 99.2 | Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 4, 2024
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