S-3MEF

As filed with the Securities and Exchange Commission on March 27, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CADIZ INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	73-0303235
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

550 South Hope Street

Suite 2850

Los Angeles, California 90071

(213) 271-1600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy J. Shaheen
Chief Financial Officer
550 South Hope Street
Suite 2850
Los Angeles, California 90071
(213) 271-1600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kevin Friedmann, Esq

Greenberg Traurig, LLP

1840 Century Park East

Suite 1900

Los Angeles, California 90067-2121

(310) 586-7747

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-214318

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Information I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
			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 to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee(2)
Debt Securities, Common Stock, Preferred Stock, Warrants, Units, Subscription Rights to purchase Preferred or Common Stock or Units	$	2,580,498	(2)	$	322

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

The Registrant previously registered such indeterminate number of securities as would have an aggregate offering price not to exceed $40,000,000 on a Registration Statement on Form S-3 (File No. 333-214318), as amended, which was declared effective on November 14, 2016.  Of such securities, an aggregate of $27,097,508 have been sold under such Registration Statement, leaving a remaining balance of $12,902,492 as of the date of this filing. The Registrant is filing this registration statement solely for the purpose of increasing the aggregate principal amount of securities being offered by $2,580,498 pursuant to Rule 462(b) of the Securities Act of 1933.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.

EXPLANATORY NOTE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

This Registration Statement relates to the registration statement on Form S-3 (File Number 333-214318) (the “Original Registration Statement”) declared effective on November 14, 2016 by the Commission, and is being filed for the purpose of registering additional securities in amounts that do not exceed 20% of the Maximum Aggregate Offering Price of securities remaining available for issuance under the Original Registration Statement. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Original Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Exhibit No.	Date of Filing	Included in this Registration Statement
5.1	Opinion of Greenberg Traurig, LLP					X
23.1	Consent of PricewaterhouseCoopers LLP					X
23.2	Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1 herein)					X

II-1

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-3 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 March 27, 2018.

CADIZ INC.
Registrant
By:	/s/ Timothy J. Shaheen
	Timothy J. Shaheen, Chief Financial Officer
	(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name and Position	Date
/s/ Scott Slater	March 27, 2018
Scott Slater, Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ Timothy J. Shaheen	March 27, 2018
Timothy J. Shaheen, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
/s/ Keith Brackpool	March 27, 2018
Keith Brackpool, Chairman
/s/ Geoffrey Grant	March 27, 2018
Geoffrey Grant, Director
/s/ Winston H. Hickox	March 27, 2018
Winston H. Hickox, Director
/s/ Murray H. Hutchison	March 27, 2018
Murray H. Hutchison, Director
/s/ Raymond J. Pacini	March 27, 2018
Raymond J. Pacini, Director
/s/ Stephen E. Courter	March 27, 2018
Stephen E. Courter, Director
/s/ Richard Nevins
Richard Nevins, Director	March 27, 2018

III-1

EX-5.1

Exhibit 5.1

March 27, 2018

Cadiz Inc.

550 South Hope Street

Suite 2850

Los Angeles, California  90071

Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

Cadiz Inc., a Delaware corporation (the "Company"), is filing with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to $2,580,498 aggregate initial offering price of the following securities: (1) shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"); (2) shares of preferred stock, par value $0.01 per share, of the Company (the "Preferred Stock"); (3) senior debt securities (the "Senior Debt Securities") and subordinated debt securities (the "Subordinated Debt Securities", together with the Senior Debt Securities, the "Debt Securities"); (4) rights to subscribe for and to purchase Common Stock or Preferred Stock (the "Subscription Rights"); (5) warrants to purchase Common Stock, Preferred Stock or Debt Securities (the "Warrants"); and (6) units consisting of one or more Subscription Rights, Warrants, Debt Securities, shares of Preferred Stock, shares of Common Stock or any combination of such securities (the "Units", and together with the Common Stock, the Preferred Stock, the Debt Securities, the Subscription Rights, and the Warrants, the "Securities").

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Senior Debt Securities, if any, will be issued from time to time under (i) an indenture, dated as of December 10, 2015, between the Company and U.S. Bank National Association, as trustee (, the "Existing Indenture") or (iii) a senior indenture to be entered into between the Company and U.S. Bank National Association, as trustee (the "Senior Indenture").  The Subordinated Debt Securities, if any, will be issued from time to time under a subordinated indenture to be entered into between the Company and U.S. Bank National Association, as trustee (the "Subordinated Indenture", together with the Existing Indenture and the Senior Indenture, the "Indentures").  The Subscription Rights, if any, may be issued under one or more rights agreements to be entered into between the Company and a third party, as rights agent (the "Rights Agent" and each such rights agreement, a "Rights Agreement"). The Warrants, if any, may be issued under one or more warrant agreements to be entered into between the Company and a bank or trust company as warrant agent (the "Warrant Agent" and each such warrant agreement, a "Warrant Agreement"). The Units, if any, may be issued under one or more unit agreements to be entered into between the Company and a bank or trust company as unit agent (the "Unit Agent" and each such unit agreement, a "Unit Agreement").

The Existing Indentures are incorporated by reference as exhibits to the Registration Statement.  A form of the Senior Indenture and the Subordinated Indenture are filed as exhibits to the Registration Statement.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law) (collectively, “DGCL”). We, as your counsel, have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinions expressed herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.  In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, including the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action (including by the Company), corporate or other, and execution and delivery by such parties of such documents and, except as to the Company with respect to the Debt Securities as to which we express our opinions herein, the validity and binding effect on such parties.

Based on the foregoing and subject to the assumptions, limitations and qualifications set forth below, we are of the opinion that:

1. When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable.

2. Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such series of Preferred Stock, when all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered in accordance with the applicable underwriting or other agreement, such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

3. When the Indentures and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities have been duly authorized, executed and delivered by the trustee and the Company; the specific terms of a particular series of Debt Securities have been duly authorized and established in accordance with the applicable Indenture; and such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the applicable Indenture and the applicable underwriting or other agreement, such Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.

4. When any Rights Agreement to be entered into in connection with the issuance of any Subscription Rights has been duly authorized, executed and delivered by the Rights Agent and the Company; the specific terms of the Subscription Rights have been duly authorized and established in accordance with the Rights Agreement; and such Subscription Rights have been duly authorized, executed, issued and delivered in accordance with the Rights Agreement and the applicable underwriting or other agreement, such Subscription Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.

5. When any Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Company and, if retained, the Warrant Agent; the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.

6. When any Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Company and, if retained, the Unit Agent; the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement, such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and equitable principles of general applicability.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such Securities, (i) the Board of Directors of the Company shall have duly established the terms of such Securities and duly authorized the issuance and sale of such Securities and such authorization shall not have been modified or rescinded; (ii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; and (iii) there shall not have occurred any change in law affecting the validity or enforceability of such Securities. We have also assumed that none of the terms of any Securities to be established subsequent to the date hereof, nor the issuance and delivery of such Securities, nor the compliance by the Company with the terms of such Securities will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

/s/ Greenberg Traurig, LLP

EX-23.1

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-3 of our report dated March 14, 2018 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Cadiz Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017. We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-3 (No. 333-214318) incorporated by reference into this Registration Statement.

/s/ PricewaterhouseCoopers

Los Angeles, California

March 27, 2018