0000727273-14-000026.txt : 20141126 0000727273-14-000026.hdr.sgml : 20141126 20141126130802 ACCESSION NUMBER: 0000727273-14-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CADIZ INC CENTRAL INDEX KEY: 0000727273 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770313235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12114 FILM NUMBER: 141252713 BUSINESS ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-271-1600 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: CADIZ LAND CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC AGRICULTURAL HOLDINGS INC DATE OF NAME CHANGE: 19920602 FORMER COMPANY: FORMER CONFORMED NAME: ARIDTECH INC DATE OF NAME CHANGE: 19880523 8-K 1 form8k-nov26.htm FORM 8-K form8k-nov26.htm
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 20, 2014
 
 
Cadiz Inc.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of incorporation)
 
0-12114
(Commission File Number)
 
77-0313235
(IRS Employer Identification No.)
550 South Hope Street, Suite 2850, Los Angeles, California
(Address of principal executive offices)
90071
(Zip Code)
 
Registrant’s telephone number, including area code:  (213) 271-1600
 
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:
 
o
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01     Entry into a Material Definitive Agreement
 
    On November 20 and 24, 2014, Cadiz Inc. (the “Company”) entered into definitive Securities Purchase Agreements (the “Purchase Agreements”) with investors (the “Investors”), relating to a registered offering (the “Offering”) of 145,713 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the Investors.  As previously disclosed, the Offering has been made to certain holders of the Company’s convertible debt securities, pursuant to existing participation rights provided for those securities.  The Shares are being sold at a price of $10.1751 per share, yielding estimated proceeds to the Company of $1,482,644.  The offering price per share was determined by reference to the recent volume weighted average closing price of the Company’s common stock.  The closing of the Offering is expected to take place on or about November 28, 2014, subject to the satisfaction of customary closing conditions.  The offering and issuance of the Shares are being made pursuant to an effective Registration Statement on Form S-3, Registration No. 333-190288.
 
    A copy of the form of Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.  The description of the material terms of the Purchase Agreement contained in this Current Report is qualified in its entirety by reference to Exhibit 10.1.
 
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Item 9.01     Financial Statements and Exhibits

(d)               Exhibits.

 Exhibit No.
  
Description
 
5.1
 
  
 
Opinion of Cadwalader, Wickersham & Taft LLP (filed with the Company’s Form 8-K filed November 14, 2014 (File No. 000-12114)).
 
10.1
  
Form of Securities Purchase Agreement, dated as of November 7, 2014, by and between Cadiz Inc. and the purchasers party thereto (filed with the Company’s Form 8-K filed November 10, 2014 (File No. 000-12114)).
 
 
 
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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/ Timothy J. Shaheen
   
Timothy J. Shaheen 
   
Chief Financial Officer 
 
Dated:  November 26, 2014
 
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EXHIBIT INDEX

 Exhibit No.
  
Description
 
5.1
 
  
 
Opinion of Cadwalader, Wickersham & Taft LLP (filed with the Company’s Form 8-K filed November 14, 2014 (File No. 000-12114)).
 
10.1
  
Form of Securities Purchase Agreement, dated as of November 7, 2014, by and between Cadiz Inc. and the purchasers party thereto (filed with the Company’s Form 8-K filed November 10, 2014 (File No. 000-12114)).
 
 
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