8-K

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): April

2, 2024

CADIZ INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (213) 271-1600

Former name or former address, if changed since last report: Not Applicable

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:

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).

Item 8.01 Other Events.

As disclosed in the Current Report on Form 8-K filed by Cadiz, Inc. (“Cadiz”, “we”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2024, we are issuing to three institutional lenders under our Credit Agreement, dated as of July 2, 2021, as amended, an aggregate of 166,036 shares of common stock (the “Consent Fee Shares”) in consideration of the consents and releases provided by such lenders as necessary for our entry into the Third Amendment to Credit Agreement and First Amendment to Security Agreement dated March 6, 2024. Pursuant to our agreement with such lenders, the Consent Fee Shares are to be registered with the SEC pursuant to Cadiz’s effective shelf registration statement on Form S-3 (SEC File No. 333-257159) (the “Registration Statement”) and a prospectus supplement thereunder.

On April 2, 2024, Cadiz filed with the SEC the prospectus supplement for the Consent Fee Shares. In connection with such filing, Cadiz is filing as Exhibit 5.1 hereto an opinion of counsel with respect to the Consent Fee Shares. Such opinion is incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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, thereunto duly authorized.

Exhibit 5.1

April 2, 2024

Cadiz Inc.

550 South Hope Street

Suite 2850

Los Angeles, California 90071

Re: Cadiz Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offer and sale by Cadiz Inc., a Delaware corporation (the “Company”), of an aggregate of 166,036 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Registration Statement on Form S-3 (File No. 333-257159) (the “Registration Statement”), which was originally filed under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission (“SEC”) on June 17, 2021, the base prospectus dated June 25, 2021 contained in the Registration Statement (the “BaseProspectus”), and the prospectus supplement relating to the proposed offer and sale of the Shares dated April 2, 2024 (the “ProspectusSupplement”, and together with the Base Prospectus, the “Prospectus”). We understand that the Shares are being offered and sold by the Company to three institutional lenders under the Company’s Credit Agreement, dated as of July 2, 2021, as amended, in consideration of the consents and releases that they provided as necessary for the Company’s entry into the Third Amendment to Credit Agreement and First Amendment to Security Agreement dated March 6, 2024 and the associated transactions.

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

As counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares have been duly and validly authorized and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement, will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware as currently in effect.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated April 2, 2024, which is incorporated by reference into the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.