8-K
CADIZ INC (CDZI)
UNITED STATES
Securities and Exchange Commission
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): **** July 13, 2023
| C adiz Inc. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Delaware | 0-12114 | 77-0313235 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 550 S. Hope Street , Suite 2850<br><br> <br>Los Angeles , California | 90071 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (213) 271-1600
| Not Applicable |
|---|
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | CDZI | The NASDAQ Global Market |
| Depositary Shares (each representing a 1/1000^th^ fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) | CDZIP | The NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Today, July 17, 2023, three members of the Cadiz Inc. Board of Directors separately reported on SEC Form 4 the purchase of the Company’s common stock on Thursday, July 13, 2023. The purchases by Board Members Susan Kennedy, Maria Jelescu- Dreyfus and Scott Slater were completed as part of a 5.1 million share block trade of all shares of the Company’s common stock owned by Odey Asset Management, LLC (“OAM”), a Schedule 13G filer.
B. Riley Securities facilitated the block trade transaction, which involved several other existing shareholders.
The transaction was the second recent block trade of the Company's common stock owned by OAM, also facilitated by B. Riley Securities. On June 12 and 13, 2023, certain existing Cadiz shareholders purchased 1.7 million shares of the Company's common stock from OAM. OAM reported these sales on SEC Form 4 filed on July 14, 2023.
Executive Chair of the Board Susan Kennedy made the following statement: “The Cadiz Board of Directors is pleased to announce that Odey Asset Management is no longer a shareholder of Cadiz.”
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CADIZ INC. | |
|---|---|
| By: | /s/ Stanley E. Speer |
| Stanley E. Speer | |
| Chief Financial Officer |
Date: July 17, 2023