Cadiz Inc 10-Q for FY2026 Q2
Cadiz Inc (CDZI)
About this 10-Q
Cadiz Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $979K
- down 76.3% from $4.13M a year earlier
- Net loss
- $11.37M
- compared with a net loss of $7.73M a year earlier
United States
Securities and Exchange Commission
Washington, D. C. 20549
FORM
(Mark One)
for the quarterly period ended
OR
for the transition period from …… to …….
Commission File Number
Cadiz Inc.
(Exact name of registrant specified in its charter)
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Registrant’s telephone number, including area code: (
Securities Registered Pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☑
If an emerging growth company, indicate by checkmark 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes
As of August 12, 2026, the Registrant had
| Fiscal Second Quarter 2026 Quarterly Report on Form 10-Q |
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| PART I – FINANCIAL INFORMATION |
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| ITEM 1. Financial Statements |
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| Cadiz Inc. Condensed Consolidated Financial Statements |
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| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2026 and 2025 | 2 |
| Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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| Unaudited Notes to the Condensed Consolidated Financial Statements |
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| ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| ITEM 3. Quantitative and Qualitative Disclosures about Market Risk |
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| PART II – OTHER INFORMATION |
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| ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Cadiz Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| For the Three Months | ||||||||
| Ended June 30, | ||||||||
| ($ in thousands, except per share data) | 2026 | 2025 | ||||||
| Total revenues | $ | $ | ||||||
| Costs and expenses: | ||||||||
| Cost of sales | ||||||||
| General and administrative | ||||||||
| Depreciation | ||||||||
| Total costs and expenses | ||||||||
| Operating loss | ( | ) | ) | |||||
| Interest expense, net | ( | ) | ) | |||||
| Gain on derivative liability | ||||||||
| Loss before income taxes | ( | ) | ) | |||||
| Income tax expense | ( | ) | ) | |||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ) | |||
| Less: Preferred stock dividend | ( | ) | ( | ) | ||||
| Net loss and comprehensive loss applicable to common stock | $ | ( | ) | $ | ) | |||
| Basic and diluted net loss per common share | $ | ( | ) | $ | ) | |||
| Basic and diluted weighted average shares outstanding | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| For the Six Months | ||||||||
| Ended June 30, | ||||||||
| ($ in thousands, except per share data) | 2026 | 2025 | ||||||
| Total revenues | $ | $ | ||||||
| Costs and expenses: | ||||||||
| Cost of sales | ||||||||
| General and administrative | ||||||||
| Depreciation | ||||||||
| Total costs and expenses | ||||||||
| Operating loss | ( | ) | ) | |||||
| Interest expense, net | ( | ) | ) | |||||
| Gain on derivative liability | ||||||||
| Loss before income taxes | ( | ) | ) | |||||
| Income tax expense | ( | ) | ) | |||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ) | |||
| Less: Preferred stock dividend | ( | ) | ( | ) | ||||
| Net loss and comprehensive loss applicable to common stock | $ | ( | ) | $ | ) | |||
| Basic and diluted net loss per common share | $ | ( | ) | $ | ) | |||
| Basic and diluted weighted average shares outstanding | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Condensed Consolidated Balance Sheets (Unaudited)
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the three and six months ended June 30, 2026 ($ in thousands, except share data)
| 8.875% Series A Cumulative | Additional | Total | ||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Perpetual Preferred Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Stock-based compensation expense, net of taxes | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Dividends declared on % series A cumulative perpetual preferred shares ($ per share) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Issuance of shares to lenders | - | - | ||||||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Stock-based compensation expense, net of taxes | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Dividends declared on % series A cumulative perpetual preferred shares ($ per share) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the three and six months ended June 30, 2025 ($ in thousands, except share data)
| 8.875% Series A Cumulative | Additional | Total | ||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Perpetual Preferred Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Issuance of shares pursuant to direct offering | - | - | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of taxes | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Dividends declared on % series A cumulative perpetual preferred shares ($ per share) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of taxes | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Dividends declared on % series A cumulative perpetual preferred shares ($ per share) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Reclassification of dividends paid on % series A cumulative perpetual preferred shares | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss and comprehensive loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
Cadiz Inc.
Notes to the Consolidated Financial Statements
NOTE 1 – BASIS OF PRESENTATION
The Condensed Consolidated Financial Statements and notes have been prepared by Cadiz Inc., also referred to as “Cadiz” or “the Company”, without audit and should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The foregoing Condensed Consolidated Financial Statements include the accounts of the Company and contain all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair statement of the Company’s financial position, the results of its operations and its cash flows for the periods presented and have been prepared in accordance with generally accepted accounting principles.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the financial statements. The results of operations for the six months ended June 30, 2026, are not necessarily indicative of results for the entire fiscal year ending December 31, 2026.
Liquidity
The Condensed Consolidated Financial Statements of the Company have been prepared using accounting principles applicable to a going concern, which assumes realization of assets and settlement of liabilities in the normal course of business.
The Company incurred losses of $
Cash requirements during the six months ended June 30, 2026 primarily reflect certain operating and administrative costs related to the Company’s land, water, infrastructure, and technology assets for water solutions including development of our groundwater storage and supply project (the “Mojave Groundwater Bank”), agricultural operations and water treatment business. The Company’s present activities are focused on the development of its assets in ways that meet an urgent need for groundwater storage capacity in Southern California and growing demand for affordable, reliable, long-term water supplies that provide water security against inevitable drought periods in the Southwestern United States.
On March 6, 2024, the Company entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”) with HHC $ Fund 2012 (“Heerema”). The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $
On March 7, 2025, the Company completed the sale and issuance of
On October 27, 2025, the Company entered into a definitive agreement (the “Lytton Credit Agreement”) with Lytton Rancheria of California, a federally recognized Native American tribe (“Lytton”), pursuant to which Lytton will provide the first tranche of capital (the “Tribal Investment”) for construction of the Mojave Groundwater Bank. Under the Lytton Credit Agreement, the Company at its election may draw, as an unsecured term loan, up to $
The Company may meet its debt and working capital requirements through a variety of means, including extension, refinancing, equity placements, the sale or other disposition of assets, or reductions in operating costs. The covenants in the senior secured debt do not prohibit the Company’s use of additional equity financing and allow the Company to retain 100% of the proceeds of any common equity financing. The Company does not expect the loan covenants to materially limit its ability to finance its Mojave Groundwater Bank, agricultural operations and water treatment business activities.
Management assesses whether the Company has sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date. Management evaluates the Company’s liquidity to determine if there is a substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, management applies judgement to estimate the projected cash flows of the Company including the following: (i) projected cash outflows (ii) projected cash inflows, (iii) categorization of expenditures as discretionary versus non-discretionary and (iv) the ability to raise capital. The cash flow projections are based on known or planned cash requirements for operating costs as well as planned costs for project development.
Limitations on the Company’s liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company’s resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately its viability as a company.
Supplemental Cash Flow Information
During the six months ended June 30, 2026, approximately $
At June 30, 2026, accruals for cash dividends payable on the Series A Preferred Stock were $
At June 30, 2026, accruals for capitalized costs related to the Mojave Groundwater Bank included in property, plant and equipment and water programs were approximately $
During the six months ended June 30, 2026, the Company recorded $
The balance of cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows is comprised of the following:
| Cash, Cash Equivalents and Restricted Cash | June 30, 2026 | December 31, 2025 | June 30, 2025 | |||||||||
| (in thousands) | ||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | |||||||||
| Restricted Cash | ||||||||||||
| Long-Term Restricted Cash | ||||||||||||
| Cash, Cash Equivalents and Restricted Cash in the Consolidated Statement of Cash Flows | $ | $ | $ | |||||||||
The restricted cash amounts primarily represented funds deposited into a segregated account as cash collateral supporting a letter of credit issued by the Company related to a performance and reclamation bond for the Company’s 220-mile 30” steel pipeline (the “Northern Pipeline”).
Recent Accounting Pronouncements
Accounting Guidance Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40)(“ASU 2024-03”). ASU 2024-03 which requires disaggregated disclosures of income statement expenses for public business entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2025, and for interim reporting periods that begin after December 15, 2027. The Company is currently assessing this new guidance and expects this standard will not have a material impact on the consolidated financial statements.
NOTE 2 – REPORTABLE SEGMENTS
The Company currently operates in reportable segments based upon its organizational structure and the way in which its operations are managed and evaluated. The Company’s largest segment is Land and Water Resources, which comprises all activities regarding its properties in the eastern Mojave Desert including pre-revenue development of the Mojave Groundwater Bank (supply, storage and conveyance), and agricultural operations. The Company’s operating segment is its Water Treatment Technology business, consisting of ATEC Water Systems LLC (“ATEC”), which provides innovative water treatment solutions for impaired or contaminated groundwater sources. The Chief Operating Decision-Maker for our Land and Water Resources segment is the Chief Executive Officer of Cadiz Inc. and for the Water Treatment Technology segment is the Chief Executive Officer of ATEC.
We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and losses related to equity method investments are excluded from the computation of operating (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the three and six ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 | ||||||||||||
| (in thousands) | Land and Water Resources | Water Treatment Technology | Total | |||||||||
| Revenues | ||||||||||||
| Costs and expenses: | ||||||||||||
| Cost of sales | ||||||||||||
| General and administrative | ||||||||||||
| Depreciation | ||||||||||||
| Total costs and expenses | ||||||||||||
| Operating (loss) income | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Three Months Ended June 30, 2025 | ||||||||||||
| (in thousands) | Land and Water Resources | Water Treatment Technology | Total | |||||||||
| Revenues | ||||||||||||
| Costs and expenses: | ||||||||||||
| Cost of sales | ||||||||||||
| General and administrative | ||||||||||||
| Depreciation | ||||||||||||
| Total costs and expenses | ||||||||||||
| Operating (loss) income | $ | ( | ) | $ | $ | ( | ) | |||||
| Six Months Ended June 30, 2026 | ||||||||||||
| (in thousands) | Land and Water Resources | Water Treatment Technology | Total | |||||||||
| Revenues | ||||||||||||
| Costs and expenses: | ||||||||||||
| Cost of sales | ||||||||||||
| General and administrative | ||||||||||||
| Depreciation | ||||||||||||
| Total costs and expenses | ||||||||||||
| Operating (loss) income | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Six Months Ended June 30, 2025 | ||||||||||||
| (in thousands) | Land and Water Resources | Water Treatment Technology | Total | |||||||||
| Revenues | ||||||||||||
| Costs and expenses: | ||||||||||||
| Cost of sales | ||||||||||||
| General and administrative | ||||||||||||
| Depreciation | ||||||||||||
| Total costs and expenses | ||||||||||||
| Operating (loss) income | $ | ( | ) | $ | $ | ( | ) | |||||
Assets by operating segment are as follows (dollars in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Operating Segment: | ||||||||
| Water and Land Resources | $ | $ | ||||||
| Water Treatment Technology | ||||||||
| $ | $ | |||||||
Goodwill by operating segment is as follows (dollars in thousands):
| June 30, 2026 | December 31, 2025 | |||||||
| Operating Segment: | ||||||||
| Water and Land Resources | $ | $ | ||||||
| Water Treatment Technology | ||||||||
| $ | $ | |||||||
Property, plant, equipment and water programs consist of the following (dollars in thousands):
| June 30, 2026 | ||||||||||||
| Water and Land Resources | Water Treatment Technology | Total | ||||||||||
| Land and land improvements | $ | $ | $ | |||||||||
| Water programs | ||||||||||||
| Pipeline | ||||||||||||
| Buildings | ||||||||||||
| Leasehold improvements, furniture and fixtures | ||||||||||||
| Machinery and equipment | ||||||||||||
| Construction in progress | ||||||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| December 31, 2025 | ||||||||||||
| Water and Land Resources | Water Treatment Technology | Total | ||||||||||
| Land and land improvements | $ | $ | $ | |||||||||
| Water programs | ||||||||||||
| Pipeline | ||||||||||||
| Buildings | ||||||||||||
| Leasehold improvements, furniture and fixtures | ||||||||||||
| Machinery and equipment | ||||||||||||
| Construction in progress | ||||||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
NOTE 3 – LONG-TERM DEBT
The carrying value of the Company’s senior secured debt and the Company’s convertible note instrument approximates fair value. The annual effective interest rate on the Company’s debt was
On July 2, 2021, the Company entered into a $
On February 2, 2023, the Company entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement”). In connection with the First Amended Credit Agreement, the Company repaid $
On March 6, 2024, the Company entered into the Third Amended Credit Agreement. Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”) at a discount on behalf of the Company. The Assignment was considered a debt extinguishment resulting in a gain of $
The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $
In connection with the debts issued to Heerema, the Company issued a warrant to purchase
Heerema, who holds the New Secured Convertible Debt, non-convertible term loans and Heerema Warrant, is also a significant shareholder as the holder of
In the event of certain asset sales, the incurrence of indebtedness or a casualty or condemnation event, in each case, under certain circumstances as described in the Credit Agreement, the Company will be required to use a portion of the proceeds to prepay amounts under the secured debt. In the event of any additional issuance of depositary receipts (“Depositary Receipts”) representing interests in shares of
The Credit Agreement includes customary affirmative and negative covenants, including delivery of financial statements and other reports. The negative covenants limit the ability of the Company to, among other things, incur debt, incur liens, make investments, sell assets, pay dividends and enter into transactions with affiliates. In addition, the Credit Agreement includes customary events of default and remedies. The Company was in compliance with all covenants under the Credit Agreement as of June 30, 2026.
On October 27, 2025 (the “Effective Date”), the Company entered the Lytton Credit Agreement pursuant to which Lytton committed to provide an unsecured term loan facility with a maximum of $
In connection with the Lytton Credit Agreement, the Company agreed to issue shares of its common stock to Lytton as follows:
| ● | upon execution of the Lytton Credit Agreement, a commitment fee of |
| ● | on each funding date, a funding fee of |
| ● | in the event the Tribal Investment is extended beyond the Initial Maturity Date, an extension fee of |
The Company has evaluated whether the contracts to issue the Company’s common stock to secure funding should be classified as equity or a derivative liability pursuant to ASC 815-40. The Company’s obligation to deliver variable funding fee shares depending on the amount drawn on the facility by the Company was determined to be an equity contract and this obligation is recognized as a derivative liability of $
At any time following the funding of the full $
On November 4, 2025, the Company made an initial draw of $
NOTE 4 – STOCK-BASED COMPENSATION PLANS
The Company has issued options and has granted stock awards pursuant to its 2019 Equity Incentive Plan, as described below.
2019 Equity Incentive Plan
The 2019 Equity Incentive Plan (as amended, “2019 EIP”) was originally approved by stockholders at the July 10, 2019 Annual Meeting, with amendments to the plan approved by stockholders at the July 12, 2022 Annual Meeting, the June 11, 2024 Annual Meeting and the June 12, 2025 Annual Meeting. The plan, as amended, provides for the grant and issuance of up to
Effective July 1, 2021, under the 2019 EIP, each outside director receives $
Stock Awards to Directors, Officers, and Consultants
The Company has granted stock awards pursuant to its 2019 EIP.
Of the total
In January 2024,
In April 2024, the Company granted
In September 2024, the Company granted
In January 2025,
In February 2025,
In March 2025,
In September 2025,
In October 2025,
In April 2026,
The accompanying consolidated statements of operations and comprehensive loss include approximately $
NOTE 5 – INCOME TAXES
As of June 30, 2026 the Company had net operating loss (“NOL”) carryforwards of approximately $
The Company’s tax years 2022 through remain subject to examination by the Internal Revenue Service, and tax years 2021 through remain subject to examination by California tax jurisdictions. In addition, the Company’s loss carryforward amounts are generally subject to examination and adjustment for a period of years for federal tax purposes and years for California purposes, beginning when such carryovers are utilized to reduce taxes in a future tax year.
Because it is more likely than not that the Company will not realize its net deferred tax assets, it has recorded a full valuation allowance against these assets. Accordingly, deferred tax asset has been reflected in the accompanying condensed consolidated balance sheet.
NOTE 6 – NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing the net loss by the weighted-average common shares outstanding. Options, deferred stock units, convertible debt, convertible preferred shares and warrants were not considered in the computation of net loss per share because their inclusion would have been antidilutive. Had these instruments been included, the fully diluted weighted average shares outstanding would have increased by approximately
NOTE 7 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS
Effective February 1, 2024, the Company entered into a
Effective January 1, 2026, BLM issued an updated per-acre rent schedule for calendar years 2026 through 2035, under which rent billed for the right-of-way increased to $
The Company has operating leases for right-of-way agreements, corporate offices, vehicles and office equipment. The Company’s leases have remaining lease terms of
As a lessor, in February 2016, the Company entered into a lease agreement with Fenner Valley Farms LLC (“FVF”) (the “lessee”), pursuant to which FVF is leasing, for a
Depreciation expense on land improvements, buildings, leasehold improvements, machinery and equipment and furniture and fixtures was $
NOTE 8 – FAIR VALUE MEASUREMENTS
Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The Company considers a security that trades at least weekly to have an active market. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
On October 27, 2025, the Company recorded a derivative liability in the amount of $
| (in thousands) | Level 3 Liabilities | |||
| Balance at December 31, 2025 | $ | ( | ) | |
| Reclassification of derivative liabilities to additional paid-in capital | ||||
| Balance at June 30, 2026 | $ | ( | ) | |
| Investments at Fair Value as of June 30, 2026 | ||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative Liabilities | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
NOTE 9 – COMMON AND PREFERRED STOCK
Common Stock
The Company is authorized to issue
On March 7, 2025, the Company completed the sale and issuance of
Series 1 Preferred Stock
The Company has issued a total of
Series A Preferred Stock
On June 29, 2021, the Company entered into an Underwriting Agreement with B. Riley Securities, Inc., as representative of the several underwriters named there, to issue and sell an aggregate of
On July 1, 2021, the Company filed the Certificate of Designation (“Certificate of Designation”) for the Series A Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. The Certificate of Designation classified a total of
As set forth in the Certificate of Designation, the Series A Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to Common Stock of the Company; (ii) junior to the Series 1 Preferred Stock with respect to the distribution of assets upon the Company’s voluntary or involuntary liquidation, dissolution or winding up; (iii) senior to the Series 1 Preferred Stock with respect to the payment of dividends and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing or future subsidiaries.
Holders of Series A Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of
Dividends on the Series A Preferred Stock underlying the depositary shares will continue to accumulate whether or not (i) any of our agreements prohibit the current payment of dividends, (ii) we have earnings or funds legally available to pay the dividends, or (iii) our Board of Directors does not declare the payment of the dividends.
Holders of depositary shares representing interests in the Series A Preferred Stock generally will have no voting rights. However, if we do not pay dividends on any outstanding shares of Series A Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series A Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment.
On and after July 2, 2026, the shares of Series A Preferred Stock will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to $
Shares of Series A Preferred Stock are convertible into shares of Common Stock if, and only if, a change of control or delisting event (each as defined in the Certificate of Designation) has occurred, and the Company has not elected to redeem the Series A Preferred Stock prior to the applicable conversion date. Upon any conversion, each share of Series A Preferred Stock will be converted into that number of shares of Common Stock equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x) the $
The Company has
NOTE 10 – COMMITMENTS AND CONTINGENCIES
In the normal course of its agricultural operations, the Company handles, stores, transports and dispenses products identified as hazardous materials. Regulatory agencies periodically conduct inspections and, currently, there are no pending claims with respect to hazardous materials.
Pursuant to cost-sharing agreements that have been entered into by participants in the Mojave Groundwater Bank, $
In conjunction with the
The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any other pending or threatened litigation that it expects will have a material adverse effect on its business, financial condition, liquidity, or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings.
NOTE 11 – SUBSEQUENT EVENTS
In July 2026, the Company announced a chief financial officer succession plan pursuant to which Stanley E. Speer will retire as the Company’s Chief Financial Officer effective as of September 1, 2026. Jacinto J. Hernandez was appointed as the Company’s Executive Vice President of Finance and will become the Company’s Chief Financial Officer upon Mr. Speer’s retirement.
In conjunction with the succession plan, Mr. Hernandez was granted one-time inducement awards outside of the Company’s 2019 Equity Incentive Plan (the “Plan”) consisting of (i)
In connection with his retirement, Mr. Speer entered into a Separation Agreement which provides for, among other things, accelerated vesting of unvested service-based RSUs representing
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following discussion contains trend analysis and other forward-looking statements. Forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. These include, among others, our ability to maximize value from our portfolio of assets and our ability to obtain new financings as needed to meet our ongoing working capital needs. See additional discussion under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. Our forward-looking statements are made only as of the date hereof. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.
We are a water solutions provider with a unique combination of land, water and infrastructure assets located in Southern California between major water systems serving population centers in the Southwestern United States. Our portfolio of assets includes 2.5 million acre-feet of permitted water supply, 1 million acre-feet of groundwater storage capacity, 220 miles of existing, underground pipeline infrastructure, over 100 miles of right-of-way entitlements for pipeline construction, and versatile, scalable and cost-effective water treatment technology that removes contaminants and constituents of concern from groundwater. Our customers are public and private water systems, government agencies and commercial businesses.
We manage our landholdings and water supply, pipeline and water treatment technology assets to offer a suite of integrated products and services to public water systems, government agencies and commercial customers that include reliable water supply, groundwater storage, water conveyance and custom-designed water treatment systems.
Water Supply – In accordance with local, state, and federal laws, we own vested water rights authorizing the withdrawal of an average of 50,000 acre-feet per year, or 2.5 million acre-feet of groundwater over 50 years, from the aquifer system underlying our property in the Cadiz Valley (“Cadiz Ranch”) for beneficial uses, including agricultural development on our property and export to serve communities across the region. Because the groundwater in the aquifer system is eventually lost to evaporation, surplus water that is captured and withdrawn before it evaporates is a new water supply (i.e. “conserved” water).
Water Storage – The aquifer system at Cadiz Ranch is also large enough for use as a water “banking” facility, capable of storing water “in-lieu” for supply customers and up to 1 million acre-feet of imported surplus water for return during drought periods. For comparison, Metropolitan Water District of Southern California stores approximately 1.2 million acre-feet of water in Lake Mead, the largest surface reservoir in the United States.
Water Conveyance – We own an existing 220-mile 30-inch steel pipeline (“Northern Pipeline”), that intersects several water storage and conveyance facilities in Southern California, including the California Aqueduct, the Los Angeles Aqueduct, and the Mojave River Pipeline. The maximum potential capacity of the Northern Pipeline for water conveyance is anticipated to be 25,000 AFY with 21,275 AFY under contract. In July 2026, we received a 45-year right-of-way grant from the U.S. Department of the Interior and the Bureau of Land Management (“BLM”) that authorizes the conversion and operation of the Northern Pipeline for water conveyance including the construction of pump stations and related facilities on federal land. We also own a 99-year lease with the Arizona & California Railroad Company (“ARZC”) that authorizes construction of a 43-mile water conveyance pipeline (“Southern Pipeline”) within the active ARZC railroad right-of-way that extends from the Cadiz Ranch to the Colorado River Aqueduct (“CRA”). We currently expect the capacity of the Southern Pipeline to be 120,000 AFY to accommodate imported water storage. We hold an option to purchase up to 180 miles of existing unused 36” steel pipeline that can be used in construction of the Southern Pipeline system or to replace certain components of the Northern Pipeline.
Water Treatment Technology – In 2022, we completed the acquisition of the assets of ATEC Water Systems, Inc. into ATEC Water Systems, LLC (“ATEC”), which provides innovative water treatment solutions for impaired or contaminated groundwater sources. ATEC’s specialized filtration media provide cost-effective, high-rate of removal for common groundwater impairments and contaminants that pose health risks in drinking water including iron, manganese, arsenic, Chromium-6, nitrates, per-and-polyfluoroalkyl substances (PFAS) and other constituents of concern.
Our addition of pipeline infrastructure and ATEC water treatment technology to our portfolio of land and water assets has enabled us to adjust our business model to begin offering integrated services and solutions to public water systems that address the urgent challenges of climate change and make significant progress in advancing contract negotiations for water supply with public water systems.
The combination of the water supply, water storage and water conveyance infrastructure described above constitutes the “Mojave Groundwater Bank” as discussed in more detail in Item 1. – Business of our Annual Report on Form 10-K for the year ended December 31, 2025.
Beginning in 2024, we entered into long-term agreements with public water systems, private utility and other private water providers for the delivery of 21,275 AFY of annual water supply from the Mojave Groundwater Bank via the Northern Pipeline, representing approximately 85% of capacity of the Northern Pipeline and 45% of total average long-term supply available under our current permits. Through membership in Fenner Gap Mutual Water Company, the mutual water company we formed to carry out the project, participating water providers will purchase, for up to a 50-year term (take on delivery), their contracted water supply at an agreed upon market price between $1,650 - $2,100/AFY (2024 dollars) that is estimated to provide a volumetric commodity price for water at the wellhead, plus operations, maintenance, and pro-rated power costs for conveyance and prorated capital charge per acre-foot for dedicated pipeline capacity. The cost to participating water providers is estimated at this time without consideration of expected grant funding or low-interest government loans that may reduce capital costs.
We expect the remaining water supply available under our current permit to be contracted for delivery via the Southern Pipeline. In July 2026, we executed a Memorandum of Understanding (“MOU”) with Central Arizona Irrigation and Drainage District (“CAIDD”) for the purchase and sale of up to 10,000 acre-feet per year (“AFY”) from the Mojave Groundwater Bank, representing our first agreement for water supply with an Arizona water district. The MOU is subject to the negotiation of necessary interstate exchange agreements to enable delivery of water from the Mojave Groundwater Bank to CAIDD.
We are in discussion with several additional parties interested in contracting for the supply from the Southern Pipeline, including multiple water providers, municipalities and tribes in Arizona that could take delivery from the Colorado River’s Central Arizona Project under exchange agreements as well as existing Southern California based water users.
In addition to available water supply, the Mojave Groundwater Bank offers one million acre-feet of imported storage capacity and an additional 150,000 acre-feet for carryover storage of existing contracted supplies. We are in discussions with multiple parties with interest in contracting for storage capacity in the project. We expect the capacity charge for contracted storge capacity will range from $1,500 - $3,000 per acre-foot, plus annual maintenance and operational fees.
In September 2025, we executed an MOU with the U.S. Bureau of Reclamation (“Reclamation”) to explore incorporating the Mojave Groundwater Bank, including supply and storage capacity, into long-term Colorado River system planning, as federal authorities contemplate solutions to the ongoing drought and long-term stress on the river system. In late May, we entered into a funding agreement with Reclamation to support technical and regulatory review activities associated with 2025 MOU, including Reclamation’s review of proposed water exchange agreements necessary to deliver water to Arizona parties and technical work to validate water supply and delivery capability and evaluate necessary steps to support potential federal investment in the project.
To finance construction of all improvements and required facilities to operate the Mojave Groundwater Bank project including the Northern Pipeline, Southern Pipeline and related facilities, we established a new special purpose business entity Mojave Water Infrastructure Company LLC (“MWI”) that we expect will finance these capital costs in partnership with public sector, tribal and other investors through equity contributions as well as debt and/or grant financing opportunities.
We are currently engaged in the completion of due diligence with private equity investors for up to a targeted $400 million in equity commitments to MWI. In October 2025, we entered into the Lytton Credit Agreement, pursuant to which we may require Lytton to provide up to $51 million in an unsecured loan facility, convertible into the Storage Cash Flows Right, which Lytton would then contribute to MWI, in exchange for equity interests in MWI on the same economic terms offered to other equity investors in MWI. The Lytton Credit Agreement represents the first tranche of equity capital being raised by MWI, to construct, own and operate the Mojave Groundwater Bank (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”).
Upon completion of definitive agreements for equity capital investments in MWI, we expect to contribute to MWI our pipeline infrastructure assets, including the Northern Pipeline and the Southern Pipeline and their right-of-ways and entitlements, as well as cash flows under the NPL water supply agreements. Lytton would also contribute to MWI its Storage Cash Flows Right (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”). Under this potential structure, in consideration of our transfer of assets, we expect to receive an upfront capital reimbursement payment at closing and an equity interest in MWI, entitling us to share in the long-term cash flows generated by MWI, among other consideration.
MWI investors are expected to coordinate with us and project participants to seek available infrastructure grants and/or other financing alternatives such as public debt and infrastructure debt financing. In February 2026 we received an invitation from the U.S. Environmental Protection Agency (“EPA”) to apply for up to $194 million under the Water Infrastructure Finance and Innovation Act (“WIFIA”) program to support Northern Pipeline conversion costs. This pre-application invitation reserves federal funding for the project while we advance through the underwriting process.
In addition to WIFIA, we are evaluating potential revenue bond issuances through a financing focused Joint Powers Authority formed by Fenner Gap Mutual Water Company and the County of San Bernardino in April 2026 to fund any remaining construction costs.
In July 2026, FGMWC executed the principal construction contracts for the Northern Pipeline conversion project using a construction manager at risk (“CMAR”) delivery model. The contracts establish guaranteed maximum prices (“GMPs”) for the pump station and pipeline replacement components of the Northern Pipeline conversion project. These GMPs, together with contractual pricing and option agreements for equipment, materials and necessary components expected to be procured by MWI, support an estimated capital cost of approximately $400 million to place the Northern Pipeline into service. The Northern Pipeline’s detailed engineering, procurement and construction pricing also provides a more reliable basis for estimating the cost of comparable components of the Southern Pipeline. Although the Southern Pipeline estimate remains subject to further engineering and negotiation of a GMP, we currently estimate that approximately $850 million to $1.0 billion of additional capital will be required to place the Southern Pipeline into service. In total, the expected Northern Pipeline and Southern Pipeline capital costs are estimated at $1.25 - $1.5, billion which is consistent with our estimate from last quarter.
ATEC and our agricultural operations provide our current principal source of revenue, although our working capital needs are not fully supported by these operations at this time. We presently rely upon debt and equity financing to support our working capital needs and development of our water solutions.
Our current and future operations also include activities that further our commitments to sustainable stewardship of our land, water, pipeline and water treatment technology assets, good governance and corporate social responsibility. We believe these commitments are important investments that will assist in maintenance of sustained stockholder value.
Results of Operations
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
We currently operate in two reportable segments. Our largest segment is Land and Water Resources, which comprises all activities regarding our properties in the eastern Mojave Desert, pre-revenue development of the Mojave Groundwater Bank (supply, storage and conveyance), and agricultural operations. Our second operating segment is Water Treatment Technology comprised of ATEC which provides innovative water treatment technology solutions for impaired or contaminated groundwater sources.
We evaluate our performance based on segment operating (loss). Interest expense, income tax expense and gain on derivative liability are excluded from the computation of operating income (loss) for the segments. Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, 2026 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Treatment Technology |
Total |
|||||||||
| Revenues |
219 | 760 | 979 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
423 | 580 | 1,003 | |||||||||
| General and administrative |
7,380 | 1,044 | 8,424 | |||||||||
| Depreciation |
372 | 15 | 387 | |||||||||
| Total costs and expenses |
8,175 | 1,639 | 9,814 | |||||||||
| Operating (loss) income |
$ | (7,956 | ) | $ | (879 | ) | $ | (8,835 | ) | |||
| Three Months Ended June 30, 2025 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Treatment Technology |
Total |
|||||||||
| Revenues |
431 | 3,695 | 4,126 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
614 | 2,051 | 2,665 | |||||||||
| General and administrative |
5,750 | 1,185 | 6,935 | |||||||||
| Depreciation |
294 | 9 | 303 | |||||||||
| Total costs and expenses |
6,658 | 3,245 | 9,903 | |||||||||
| Operating (loss) income |
$ | (6,227 | ) | $ | 450 | $ | (5,777 | ) | ||||
We have not received significant revenues from our water supply, storage, or conveyance assets to date. Our revenues have been limited primarily to ATEC sales and sales from our alfalfa plantings and rental income from our agricultural leases. As a result, we have historically incurred a net loss from operations. We incurred an operating loss of $8.8 million in the three months ended June 30, 2026, compared to a $5.8 million operating loss during the three months ended June 30, 2025. The higher operating loss in 2026 was primarily due to decreased gross profits from ATEC driven by reduced filter sales and increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. Net loss for the three months ended June 30, 2026 was $11.4 million compared to a $7.7 million net loss during the three months ended June 30, 2025.
Our primary expenses are our ongoing overhead costs associated with the development of our water supply, storage, and conveyance assets (i.e., general and administrative expense), farming expenses at the Cadiz Ranch, manufacturing operations of ATEC and our interest expense. We will continue to incur non-cash expenses in connection with our management and director equity incentive compensation plan.
Revenues Revenue totaled $1.0 million during the three months ended June 30, 2026 primarily related to ATEC sales totaling $0.8 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.1 million and rental income from agricultural leases totaling $0.1 million. Revenue totaled $4.1 million during the three months ended June 30, 2025, primarily related to ATEC sales totaling $3.7 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.3 million and rental income from agricultural leases totaling $0.1 million. The decrease in ATEC revenues primarily reflects an anticipated reduction in volume of filters shipped in the second quarter of 2026 compared to 2025. Filter revenues in the second quarter of 2025 primarily related to a mega project for the Central Utah Water Conservancy District’s Vineyard Wellfield Groundwater Polishing Project.
Cost of Sales Cost of sales totaled $1.0 million during the three months ended June 30, 2026, comprised of $0.6 million related to ATEC (23.7% gross margin) and $0.4 million related to our alfalfa crop harvest. Cost of sales totaled $2.7 million during the three months ended June 30, 2025, comprised of $2.1 million related to ATEC (44.5% gross margin) and $0.6 million related to our alfalfa crop harvest. The decrease in ATEC gross margin is primarily driven by spreading the fixed costs of manufacturing filters included in cost of sales over a reduced number of filters sold.
General and Administrative Expenses General and administrative expenses during the three months ended June 30, 2026, exclusive of stock-based compensation costs, totaled $6.6 million compared to $6.4 million for the three months ended June 30, 2025. The increase in expenses was primarily due to increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. General and administrative expense for ATEC totaled $1.0 million during the three months ended June 30, 2026 compared with $1.2 million for the same period in 2025. The reduction in ATEC costs was primarily related to reduced marketing commissions from the lower filter sales.
Compensation costs for stock and option awards for the three months ended June 30, 2026, were $1.8 million, compared to $0.5 million for the three months ended June 30, 2025. The higher 2026 expense was primarily due to higher stock-based non-cash awards to employees and consultants in 2026 compared to 2025 (see Note 4 to the Condensed Consolidated Financial Statements – “Stock-Based Compensation Plans”).
Depreciation Depreciation expense totaled $0.4 million during the three months ended June 30, 2026 compared to $0.3 million during the three months ended June 30, 2025.
Interest Expense, net Net interest expense totaled $2.9 million during the three months ended June 30, 2026, compared to $2.0 million during the same period in 2025. The following table summarizes the components of net interest expense for the two periods (in thousands):
| Three Months Ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Cash interest on outstanding debt |
$ | 978 | $ | 379 | ||||
| PIK interest on outstanding debt |
741 | 691 | ||||||
| Interest added to lease obligation |
860 | 779 | ||||||
| Amortization of debt discount |
645 | 376 | ||||||
| Capitalized Interest |
(194 | ) | - | |||||
| Interest income |
(70 | ) | (136 | ) | ||||
| Other income |
(63 | ) | (138 | ) | ||||
| $ | 2,897 | $ | 1,951 | |||||
Increased interest expense is primarily due to borrowings under the Lytton Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Segment net revenue, segment operating expenses and segment operating (loss)/income information consisted of the following for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, 2026 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Treatment Technology |
Total |
|||||||||
| Revenues |
577 | 2,034 | 2,611 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
705 | 1,505 | 2,210 | |||||||||
| General and administrative |
13,124 | 2,177 | 15,301 | |||||||||
| Depreciation |
744 | 26 | 770 | |||||||||
| Total costs and expenses |
14,573 | 3,708 | 18,281 | |||||||||
| Operating (loss) income |
$ | (13,996 | ) | $ | (1,674 | ) | $ | (15,670 | ) | |||
| Six Months Ended June 30, 2025 |
||||||||||||
| (in thousands) |
Land and Water Resources |
Water Treatment Technology |
Total |
|||||||||
| Revenues |
996 | 6,084 | 7,080 | |||||||||
| Costs and expenses: |
||||||||||||
| Cost of sales |
1,113 | 3,630 | 4,743 | |||||||||
| General and administrative |
13,147 | 1,895 | 15,042 | |||||||||
| Depreciation |
589 | 16 | 605 | |||||||||
| Total costs and expenses |
14,849 | 5,541 | 20,390 | |||||||||
| Operating (loss) income |
$ | (13,853 | ) | $ | 543 | $ | (13,310 | ) | ||||
We incurred an operating loss of $15.7 million in the six months ended June 30, 2026, compared to a $13.3 million operating loss during the six months ended June 30, 2025. The higher operating loss in 2026 was primarily due to decreased gross profits from ATEC driven by reduced filter sales. Net loss for the six months ended June 30, 2026 was $20.0 million compared to a $17.3 million net loss during the six months ended June 30, 2025.
Revenues Revenue totaled $2.6 million during the six months ended June 30, 2026, primarily related to ATEC sales totaling $2.0 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.4 million and rental income from our agricultural leases totaling $0.2 million. Revenue totaled $7.1 million during the six months ended June 30, 2025, primarily related to ATEC sales totaling $6.1 million, sales from the harvest from our 890 acres of commercial alfalfa crop totaling $0.8 million and rental income from our agricultural leases totaling $0.2 million. The decrease in ATEC revenues primarily reflects an anticipated reduction in volume of filters shipped in 2026 compared to 2025. Filter revenues in 2025 primarily related to a mega project for the Central Utah Water Conservancy District’s Vineyard Wellfield Groundwater Polishing Project.
Cost of Sales Cost of sales totaled $2.2 million during the six months ended June 30, 2026, which comprised of $1.5 million related to ATEC (26.0% gross margin) and $0.7 million related to our alfalfa crop harvest. Cost of sales totaled $4.7 million during the six months ended June 30, 2025, which comprised of $3.6 million related to ATEC (40.3% gross margin) and $1.1 million related to our alfalfa crop harvest. The decrease in ATEC gross margin is primarily driven by spreading the fixed costs of manufacturing filters included in cost of sales over a reduced number of filters sold.
General and Administrative Expenses General and administrative expenses, exclusive of stock-based compensation costs, totaled $13.0 million in the six months ended June 30, 2026, compared to $11.7 million in the six months ended June 30, 2025. The increase in 2026 was primarily a result of increased legal and consulting fees incurred in advancing the development of the Mojave Groundwater Bank. General and administrative expense for ATEC totaled $2.2 million during the six months ended June 30, 2026 compared with $1.9 million for the same period in 2025. The increase in ATEC costs was primarily related to increased salaries and benefits and marketing expenses.
Compensation costs for stock and option awards for the six months ended June 30, 2026, were $2.3 million, compared to $3.3 million for the six months ended June 30, 2025. The higher 2025 expense was primarily due to stock-based non-cash awards to employees and consultants.
Depreciation Depreciation expense totaled $0.8 million during the six months ended June 30, 2026, compared to $0.6 million during the six months ended June 30, 2025.
Interest Expense, net Net interest expense totaled $5.4 million during the six months ended June 30, 2026 compared to $4.0 million during the same period in 2025. The following table summarizes the components of net interest expense for the two periods (in thousands):
| Six Months Ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Cash interest on outstanding debt |
$ | 1,656 | $ | 760 | ||||
| PIK interest on outstanding debt |
1,461 | 1,362 | ||||||
| Interest added to lease obligation |
1,675 | 1,514 | ||||||
| Amortization of debt discount |
1,153 | 737 | ||||||
| Capitalized Interest |
(343 | ) | - | |||||
| Interest income |
(107 | ) | (227 | ) | ||||
| Other income |
(133 | ) | (138 | ) | ||||
| $ | 5,362 | $ | 4,008 | |||||
Increased interest expense is primarily due to borrowings under the Lytton Credit Agreement. Interest income primarily relates to interest on investments in short-term deposits.
Liquidity and Capital Resources
Current Financing Arrangements
As we have not received sufficient revenues or gross profits from our water, agriculture or water treatment technology activities to date, we have been required to obtain financing to bridge the gap between the time water resource and other development expenses are incurred and the time that revenue will commence. Historically, we have addressed these needs primarily through secured debt financing arrangements and private equity placements.
Equity Offerings
On March 7, 2025, we completed the sale and issuance of 5,715,000 shares of our common stock to certain institutional investors in a registered direct offering (“March 2025 Direct Offering”). The shares of common stock were sold at a purchase price of $3.50 per share, for aggregate gross proceeds of approximately $20.0 million and aggregate net proceeds of approximately $18.3 million.
The proceeds from the March 2025 Direct Offering were used for capital and other expenses related to the development and construction of the Mojave Groundwater Bank, working capital, and general corporate purposes.
Debt Offerings
In July 2021, we entered into a $50 million new credit agreement (“Credit Agreement”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). The proceeds of the Credit Agreement, together with the proceeds from a depositary share offering, were used to (a) to repay all our outstanding senior secured debt obligations in the amount of approximately $77.6 million, (b) to deposit approximately $10.2 million into a segregated account, representing an amount sufficient to pre-fund eight quarterly dividend payments on the Series A Preferred Stock underlying depositary shares issued in a depositary share offering, and (c) to pay transaction related expenses. The remaining proceeds were used for working capital needs and for general corporate purposes.
On February 2, 2023, we entered into a First Amendment to Credit Agreement to amend certain provisions of the Credit Agreement (“First Amended Credit Agreement), Under the First Amended Credit Agreement, the lenders will have a right to convert up to $15 million of outstanding principal, plus any PIK interest and any accrued and unpaid interest (the “Convertible Loan”) into shares of our common stock at a conversion price of $4.80 per share (the “Conversion Price”). In addition, prior to the maturity of the Credit Agreement, we have the right to require that the lenders convert the outstanding principal amount, plus any PIK Interest and accrued and unpaid interest, of the Convertible Loan if the following conditions are met: (i) the average VWAP of the Company’s common stock on The Nasdaq Stock Market, or such other national securities exchange on which the shares of common stock are listed for trading, over 30 consecutive trading dates exceeds 115% of the then Conversion Price and (ii) there is no event of default under certain provisions of the Credit Agreement.
Under the First Amended Credit Agreement, the maturity date of the Credit Agreement was extended from July 2, 2024 to June 30, 2026.
On March 6, 2024, we entered into a Third Amendment to Credit Agreement and First Amendment to Security Agreement (“Third Amended Credit Agreement”) with HHC $ Fund 2012 (“Heerema”) (see Note 3 to the Condensed Consolidated Financial Statements – “Long-Term Debt”). Before entering into the Third Amended Credit Agreement, Heerema purchased the outstanding secured non-convertible term loans under the Credit Agreement (“Assignment”). In connection with the Assignment, the existing holders of both the Convertible Loan and non-convertible term loans consented to effectuate the Third Amended Credit Agreement in consideration of a consent fee in the aggregate amount of $479,845 payable in the form of our common stock (valued at $2.89 per share, or 166,036 shares), which was registered pursuant to an effective shelf registration statement on Form S-3 and a prospectus supplement thereunder. The Third Amended Credit Agreement provides, among other things, (a) a new tranche of senior secured convertible terms loans from Heerema in an aggregate principal amount of $20 million, having a maturity date of June 30, 2027 (“New Secured Convertible Debt”); (b) the aggregate principal amount of the secured non-convertible term loans acquired by Heerema has been increased from $20 million to $21.2 million and the applicable repayment fee in respect thereof has been eliminated; (c) the Convertible Loan existing prior to the Third Amended Credit Agreement, in an aggregate principal amount of approximately $16 million plus interest accruing thereon, has become unsecured; and (d) extension of the maturity date for the existing Convertible Loan and non-convertible loans to June 30, 2027. On August 12, 2026, the maturity date of each of these loans was extended to June 30, 2028.
The annual interest rate remains unchanged at 7.00%. Interest on $21.2 million of the remaining principal amount will be paid in cash. Interest on the aggregate $36 million principal amount of the New Secured Convertible Debt and existing Convertible Loan is paid in kind on a quarterly basis.
On October 27, 2025, we entered into the Lytton Credit Agreement, pursuant to which Lytton provided the first tranche of capital (the “Tribal Investment”) for construction of the Mojave Groundwater Bank. Under the Lytton Credit Agreement, the Company at its election may draw, as an unsecured term loan, up to $51 million in one or more installments beginning on the Effective Date and ending April 30, 2027. The unsecured term loan bears interest at a fixed rate of 8% per annum, payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year. Interest may be paid in cash or, upon mutual agreement between us and Lytton, in shares of our common stock determined in accordance with the Lytton Credit Agreement. The Tribal Investment matures on April 30, 2031 (“Initial Maturity Date”) which may be extended to April 30, 2036 if any principal amount remains outstanding as of the Initial Maturity Date.
In connection with the Lytton Credit Agreement, the Company agreed to issue shares of its common stock to Lytton as follows:
| ● |
upon execution of the Lytton Credit Agreement, a commitment fee of 600,000 shares; |
| ● |
on each funding date, a funding fee of 25,000 shares per $1 million of principal amount funded; and |
| ● |
in the event the Tribal Investment is extended beyond the Initial Maturity Date, an extension fee of 800,000 shares. |
At any time following the funding of the full $51 million Tribal Investment amount under the Lytton Credit Agreement, at Lytton’s election, any outstanding principal and accrued interest of the Tribal Investment may be converted into a contractual right to receive a share of future cash flows from our water-storage rights (the “Storage Cash Flows Right”), which will entitle Lytton to receive 51% of the cash flows generated from our water-storage operations, provided that Lytton contributes the Storage Cash Flows Right to MWI, our special purpose entity formed to construct, own and operate the Mojave Groundwater Bank, in exchange for an ownership interest in MWI alongside other expected equity investors in MWI on the same economic terms.
The proceeds from the Tribal Investment will be used to fund the construction, development, ownership, operation, and other ongoing costs of the Mojave Groundwater Bank, and to reimburse our expenses related thereto. We made an initial draw of $15 million for reimbursement of Mojave Groundwater Bank project expenses and to support development activities in November 2025, a second draw of $15 million in March 2026, and a third draw of $10 million in August 2026 (see Note 3 to the Consolidated Financial Statements – “Long-Term Debt”). An additional $11 million remains undrawn under the Lytton Credit Agreement.
Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities. To the extent additional capital is required, we may increase liquidity through a variety of means, including equity or debt placements, through the lease, sale or other disposition of assets or reductions in operating costs. If additional capital is required, no assurances can be given as to the availability and terms of any new financing.
As we continue to actively pursue our business strategy, additional financing will continue to be required (see “Outlook”, below). The covenants in the Credit Agreement, as amended, do not prohibit our use of additional equity financing and allow us to retain 100% of the proceeds of any common equity financing. We do not expect the loan covenants to materially limit our ability to finance our water and agricultural development activities.
Cash Used in Operating Activities. Cash used in operating activities totaled $12.2 million for the six months ended June 30, 2026 and $5.0 million for the six months ended June 30, 2025. The cash was primarily used to fund general and administrative expenses related to our water development efforts, agricultural development efforts, and our ATEC business including working capital needs. The increase in cash used in operating activities was driven by the increased cash losses from operations in 2026 primarily resulting from reduced ATEC filter sales and corresponding working capital activity.
Cash Used in Investing Activities. Cash used for investing activities for the six months ended June 30, 2026, was $3.4 million, compared with $10.8 million for the six months ended June 30, 2025. The cash used in 2026 was primarily related to engineering design costs related to the Mojave Groundwater Bank project. The cash used in the 2025 was primarily related to securing an exclusive option to purchase up to 180 miles of steel pipeline for the development of the Mojave Groundwater Bank for $5.0 million, costs to convert three wells to natural gas of $3.5 million, and pipe inspection costs of $1.2 million for the Northern Pipeline.
Cash Provided by Financing Activities. Cash provided by financing activities totaled $12.2 million for the six months ended June 30, 2026, compared with cash provided by financing activities of $14.3 million for the six months ended June 30, 2025. Proceeds from the financing activities in the 2026 period primarily related to a $15 million draw under the Lytton Credit Agreement in March 2026. Proceeds from financing activities for the 2025 period primarily related to the issuance of shares under a direct offering.
Outlook
Short-Term Outlook. Proceeds from draws under the Lytton Credit Agreement, including the $15 million draw made in March 2026 and the $10 million draw made in August 2026, together with cash on hand, provide us with sufficient funds to meet our short-term working capital needs. Our ATEC operations are expected to be funded using existing capital, and anticipated cash profits generated from operations during 2026.
Long-Term Outlook. In the longer term, we may need to raise additional capital to finance working capital needs and capital expenditures (see “Current Financing Arrangements”, above). Our future working capital needs will depend upon the specific measures we pursue in the entitlement and development of our water supply, storage, conveyance resources and other developments. Future capital expenditures will depend on the progress of the Mojave Groundwater Bank, including the funding of MWI, ATEC operational needs and any further expansion of our agricultural assets. Additionally, timing of reimbursement of development costs advanced related to the Mojave Groundwater Bank and the timing of receipt of funds for the anticipated transfer of assets into MWI will impact the need to raise additional capital.
We are evaluating the amount of cash needed, and the manner in which such cash will be raised, on an ongoing basis. We may meet any future cash requirements through a variety of means, including equity or debt placements, or through the sale or other disposition of assets. Equity placements will be undertaken only to the extent necessary, so as to minimize the dilutive effect of any such placements upon our existing stockholders. No assurances can be given, however, as to the availability or terms of any new financing. Limitations on our liquidity and ability to raise capital may adversely affect us. Sufficient liquidity is critical to meet our resource development activities.
Recent Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements – “Basis of Presentation”.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
The Company established disclosure controls and procedures to ensure that material information related to the Company, including its consolidated entities, is accumulated and communicated to senior management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”) and to its Board of Directors. Based on their evaluation as of June 30, 2026, the Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and such information is accumulated and communicated to management, including the principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Controls Over Financial Reporting
In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II - OTHER INFORMATION
As noted under Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,third parties may file litigation in state or federal court challenging the approval of an infrastructure project. On July 28, 2026, two lawsuits were filed in the U.S. District Court for the Central District of California against the U.S. Department of the Interior and the Bureau of Land Management (“BLM”) by repeat litigants: the National Park Conservation Association, and others in the first case, and the Center for Biological Diversity, and others in the second case. Both lawsuits challenge the BLM’s July 2026 decision to issue a Federal Land Policy Management Act right-of-way grant to Fenner Gap Mutual Water Company, the entity formed by the Company that is responsible for carrying out the Project, authorizing the conversion and use of the Northern Pipeline to convey water across BLM-managed lands
The lawsuits allege that the BLM violated various federal laws and regulations and seek to vacate the right-of-way grant and require additional federal review. Neither the Company nor Fenner Gap Mutual Water Company was named as a party in the lawsuits. The cases remain at the pleading stage, and we expect the federal government to defend the BLM’s review and decision. We cannot predict the outcome of any such proceedings, however, at present we do not believe that the ultimate resolution of these proceedings will have a material adverse effect on our business.
There have been no other material changes to legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2025.
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures
Not applicable.
| a. | Information required under Form 8K. |
The information set forth below is included herein for the purpose of providing the disclosure required under “Item 1.01. Entry into a Material Definitive Agreement” and “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.
Fifth Amendment to Credit Agreement – Maturity Date Extension
On August 12, 2026, Cadiz Inc. (the “Company”) and its wholly-owned subsidiaries, Cadiz Real Estate LLC, ATEC Water Systems, LLC, and Octagon Partners LLC (collectively, the “Borrowers”), entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”) with Alter Domus (US) LLC as administrative agent, and the lenders party thereto including HHC $ Fund 2012 (the “Heerema Lender”), an affiliate of Heerema International Group Services S.A., which amends that certain Credit Agreement (the “Credit Agreement”), dated as of July 2, 2021 (as previously amended), by and among the Borrowers, the administrative agent, and the lenders party thereto from time to time.
The Fifth Amendment extends the maturity date of both the secured loans and the unsecured convertible loans under the Credit Agreement from June 30, 2027 to June 30, 2028.
The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by the full text of such document, which is filed as Exhibit 10.5 to this quarterly report and is incorporated by reference herein.
Amendment No. 1 to Common Stock Purchase Warrant
On August 12, 2026, the Company and the Heerema Lender, as holder of the Common Stock Purchase Warrant dated March 6, 2024 (the “Warrant”), entered into Amendment 1 to Common Stock Purchase Warrant (the “Warrant Amendment”), which amends the Warrant to extend its expiration date from June 30, 2027 to June 30, 2028.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by the full text of such document, which is filed as Exhibit 4.1 to this quarterly report and is incorporated by reference herein.
| b. | Modifications to nomination process. |
None.
| c. | Insider trading arrangements. |
During the six months ended June 30, 2026, director or officer of the Company adopted or terminated a “Rule 10b5- trading arrangement” or “non-Rule 10b5- trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The following exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.
| * |
Filed concurrently herewith. |
| ** |
Previously filed. |
SIGNATURE
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.
Cadiz Inc.
| By: | /s/ Susan Kennedy | August 13, 2026 | ||
| Susan Kennedy Chief Executive Officer (Principal Executive Officer) |
Date | |||
| By: | /s/ Stanley E. Speer | August 13, 2026 | ||
| Stanley E. Speer Chief Financial Officer and Secretary (Principal Financial Officer) |
Date |
EXHIBIT 3.1
EXHIBIT 4.1
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
This Amendment No. 1 to Common Stock Purchase Warrant (this "Amendment"), dated as of August 12, 2026, is entered into by and between Cadiz Inc., a Delaware corporation (the "Company"), and HHC $ Fund 2012 (the "Holder").
RECITALS
WHEREAS, the Company issued to the Holder that certain Common Stock Purchase Warrant (the "Warrant"), dated as of March 6, 2024, pursuant to which the Holder is entitled to purchase up to 1,000,000 shares of common stock, par value $0.01 per share, of the Company, at an exercise price of $5.00 per share, subject to the terms and conditions set forth therein; and
WHEREAS, pursuant to Section 6(n) of the Warrant, the Warrant may be modified or amended with the written consent of the Company and the Holder; and
WHEREAS, the Company and the Holder desire to amend the Warrant as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder agree as follows:
AGREEMENT
|
1. |
Amendment to Termination Date. The definition of “Termination Date” set forth in the Warrant is hereby amended by deleting “June 30, 2027” and replacing it with “June 30, 2028”. All references to the Termination Date in the Warrant shall be read accordingly. |
|
2. |
Continuing Effect. Except as expressly amended by this Amendment, all terms and conditions of the Warrant shall remain unchanged and in full force and effect. This Amendment shall form part of and be read together with the Warrant. |
|
3. |
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. |
|
4. |
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Holder have executed this Amendment as of the date first written above.
CADIZ INC.
By: /s/ Stanley E. Speer
Name: Stanley E. Speer
Title: Chief Financial Officer
HHC $ FUND 2012
By: /s/ Pieter Heerema
Name: Pieter Heerema
Title: Authorized Signatory
EXHIBIT 10.5
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (this “Amendment”) is entered into as of August 12, 2026, by and among CADIZ INC., a Delaware corporation (“Cadiz”), CADIZ REAL ESTATE LLC, a Delaware limited liability company (“CRE”), ATEC WATER SYSTEMS, LLC, a Delaware limited liability company (“ATEC”), Octagon Partners LLC, a California limited liability company (“Octagon”; and together with Cadiz, CRE and ATEC, collectively, the “Borrowers”, and each a “Borrower”), ALTER DOMUS (US) LLC, as administrative agent (in such capacity, “Agent”) and the Lenders (as defined below) party hereto.
RECITALS
WHEREAS, the Borrowers, the Agent and the lenders from time to time party thereto (the “Lenders”) are parties to that certain Credit Agreement, dated as of July 2, 2021 (as heretofore amended, restated, amended and restated, supplemented or otherwise modified, the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by this Amendment, the “Credit Agreement”).
WHEREAS, the Borrowers have requested that the Agent and the Lenders (or at least the requisite percentage thereof) amend the Existing Credit Agreement to extend the Maturity Date.
WHEREAS, the Agent and the Lenders (or at least the requisite percentage thereof) are willing to agree to such amendments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
|
1. |
Definitions. Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Credit Agreement. |
|
2. |
Amendments to Existing Loan Documents. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Existing Credit Agreement is hereby amended, effective as of the Fifth Amendment Effective Date (defined below), as follows: |
|
a. |
Defined Terms. Section 1.1 of the Existing Credit Agreement is amended by amending and restating the following definitions in their entirety: |
“Maturity Date”: refers to the following date with respect to each Class of Loans, as applicable; June 30, 2028, with respect to the Secured Loans, and June 30, 2028, with respect to the Unsecured Convertible Loans; provided that, other than pursuant to a Lender Conversion or a Borrower Conversion, no principal amount of the Unsecured Convertible Loans may be repaid or prepaid prior to such date, and neither such date nor this proviso may be amended without the prior written consent of each Unsecured Convertible Lender.
|
3. |
Costs and Expenses. Pursuant to Section 9.5(a) of the Credit Agreement, the Borrowers agree to pay or reimburse all reasonable and documented out-of-pocket costs and expenses incurred or sustained by Agent in connection with this Amendment (including the reasonable and documented fees, charges and disbursements of counsel for Agent), whether or not this Amendment is consummated. |
|
4. |
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction by the Borrowers or other applicable Loan Parties, or waiver by the Agent and the Lenders, of the following conditions precedent (the date on which the following conditions shall have been satisfied (or waived by the Agent and the Lenders), the “Fifth Amendment Effective Date”): |
|
a. |
Execution and Delivery. The Agent and the Lenders shall have received copies of this Amendment executed and delivered by each Borrower, the Agent and the Lenders . |
|
b. |
Fees and Transaction Costs. All fees and expenses required to be paid on the Fifth Amendment Effective Date pursuant to this Amendment and the Credit Agreement shall have been paid by Cadiz, to the extent a reasonably detailed invoice is received by Cadiz prior to the Fifth Amendment Effective Date, with the exception of the reasonable and documented legal fees of Dentons US LLP, counsel to the Required Lenders, related to this Amendment, which shall be paid no later than seventy-five (75) days after the Fifth Amendment Effective Date, subject to receipt of a reasonably detailed invoice of Dentons US LLP within forty-five (45) days after the Fifth Amendment Effective Date. |
|
c. |
Representations and Warranties. The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of the Fifth Amendment Effective Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)). |
|
d. |
No Default. No Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective Date. |
|
5. |
Continued Validity of Loan Documents. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Agent or any Lender under any of the Loan Documents, nor alter, modify, amend or in any way affect any of the rights, remedies, obligations or any covenants of any Loan Party contained in any of the other Loan Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. |
|
6. |
Representations and Warranties. The Loan Parties, jointly and severally, hereby represent and warrant to Agent and the Lenders as follows: |
|
a. |
Due Execution and Authorization; Legal, Valid and Binding Obligation. This Amendment has been duly executed and delivered by each of the Loan Parties party hereto. The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party. This Amendment and the Credit Agreement constitute the legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity. |
|
b. |
No Contravention. The execution and delivery by each Loan Party of this Amendment and the performance by such Loan Party of this Amendment and the Credit Agreement do not and will not (i) contravene the terms of such Loan Party’s Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under or require any payment to be made under (A) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject or (iii) violate any Requirements of Law, in each case under clauses (ii) and (iii), where any such conflict or contravention could individually or in the aggregate reasonably be expected to have a Material Adverse Effect. |
|
c. |
No Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained on or prior to the Fifth Amendment Effective Date, (ii) approvals, consents, exemptions, authorizations or other actions by, or other notices to, or filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (or release existing Liens) under applicable U.S. law, (iii) and any report to be filed by Cadiz Inc. with the U.S. Securities and Exchange Commission, and (iv) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. |
|
7. |
Ratification. Except as expressly amended or waived hereby, the Credit Agreement, the other Loan Documents and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement, together with this Amendment, shall be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby. |
|
8. |
Counterparts; Integration; Effectiveness. This Amendment may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an executed electronic counterpart of a signature page to this Amendment will be as effective as delivery of a manually executed counterpart of this Amendment. |
|
9. |
Miscellaneous. This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings or agreements which may have existed with respect thereto. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Agent or any Lender under the Credit Agreement or the other Loan Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. To the extent there is any inconsistency between the terms and provisions of any Loan Document and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall govern. The headings used in this Amendment are for convenience of reference only and shall not in any way be deemed to limit, define or describe the scope and intent of this Amendment or any provision hereof. This Amendment shall be binding upon and inure to the benefit of Agent, each of the Lenders, the Borrowers, and to each of their respective successors in title and assigns. This Amendment may not be modified or amended except in a manner permitted by Section 9.1 of the Credit Agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. |
|
10. |
Governing Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. |
|
11. |
Direction to the Agent. The Lenders party hereto hereby (i) authorize and direct the Agent to execute and deliver this Amendment and (ii) acknowledge and agree that (x) the direction in this Section 11 constitutes a direction from the Lenders under the provisions of Section 8 of the Credit Agreement and (y) Section 8 of the Credit Agreement (including Sections 8.3 and 8.7 thereof) shall apply to any and all actions taken by the Agent in accordance with such direction. |
[Signatures follow]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
BORROWERS:
CADIZ INC.
By: /s/ Stanley E. Speer
Name: Stanley E. Speer
Title: Chief Financial Officer
CADIZ REAL ESTATE LLC
By: /s/ Stanley E. Speer
Name: Stanley E. Speer
Title: Chief Executive Officer, Manager and Chairman
ATEC WATER SYSTEMS, LLC
By: /s/ Stanley E. Speer
Name: Stanley E. Speer
Title: Chief Financial Officer
OCTAGON PARTNERS LLC
By: /s/ Stanley E. Speer
Name: Stanley E. Speer
Title: Manager
AGENT:
ALTER DOMUS (US) LLC
By: /a/ Matthew Trybula
Name: Matthew Trybula
Title: Head of Legal, Commercial Transactions
LENDERS:
HHC $ FUND 2012
By: /s/ Pieter Heerema
Name: Pieter Heerema
Title: Authorized Person
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital Management, LP, its Investment Advisor
By: /s/ Joe Kaplan
Name: Joe Kaplan
Title: Authorized Signer
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Susan Kennedy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 13, 2026
| /s/ Susan Kennedy |
|
Susan Kennedy |
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stanley E. Speer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cadiz Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 13, 2026
| /s/ Stanley E. Speer |
|
Stanley E. Speer |
|
Chief Financial Officer and Secretary |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Susan Kennedy, hereby certify, to my knowledge, that:
1. the accompanying Quarterly Report on Form 10-Q of Cadiz Inc. for the period ended June 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.
IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.
Dated: August 13, 2026
| /s/ Susan Kennedy |
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Susan Kennedy |
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Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Stanley E. Speer, hereby certify, to my knowledge, that:
1. the accompanying Quarterly Report on Form 10-Q of Cadiz Inc. for the period ended June 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934, as amended; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cadiz Inc.
IN WITNESS WHEREOF, the undersigned has executed this Statement as of the date first written above.
Dated: August 13, 2026
| /s/ Stanley E. Speer |
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Stanley E. Speer |
|
Chief Financial Officer and Secretary |