8-K
CADIZ INC (CDZI)
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): June 17, 2021
CADIZ INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-12114 | 77-0313235 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 550 South Hope Street, Suite 2850<br><br> <br>Los Angeles, California | 90071 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock, par value $0.01 per share | CDZI | The NASDAQ Global Market |
| Not Applicable | ||
| --- | ||
| (Former Name or Former Address, if Changed Since Last Report) |
Registrant’s telephone number, including area code: (213) 271-1600
(Former name or former address, if changed since last report)
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:
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 8.01 Other Events
On June 17, 2021, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”). Under the shelf registration statement, once the SEC declares it effective, the Company may offer and sell, from time to time, up to $205 million of equity and debt securities, including depositary shares, and subscription rights to acquire such securities over a period of three years to further expand and accelerate development of our water and agricultural programs. No amounts are available to be offered and sold without the filing of a prospectus supplement. This registration statement supersedes and replaces (i) the $55 million unsold securities under the November 2018 registration statement on Form S-3 (File No. 333-228433) and (ii) the $150 million unsold securities under the August 2020 registration statement on Form S-3 (File No. 333-240284).
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 |
| Name: | Stanley E. Speer |
| Title: | Chief Financial Officer |
Date: June 17, 2021
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |