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united states
Securities
and Exchange Commission
Washington,
D. C. 20549
FORM 10-K/A
Amendment No. 1
☑
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2025
OR
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from ……
to …….
Commission
File Number 001-40579
Cadiz Inc.
(Exact name of registrant specified in its charter)
| Delaware |
|
77-0313235 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
| 550 S. Hope Street, Suite 2850 |
|
|
| Los Angeles, CA |
|
90071 |
| (Address of principal executive offices) |
|
(Zip Code) |
(213) 271-1600
(Registrant’s telephone number, including
area code)
Securities Registered Pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
CDZI |
|
The NASDAQ Global Market |
| Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share) |
|
CDZIP |
|
The NASDAQ Global Market |
Securities Registered Pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in rule 405 under the Securities Act of 1933. Yes ☐
No ☑
Indicate by a check mark if the Registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No ☑
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. Yes ☑ No ☐
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). Yes ☑
No ☐
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or 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, (Check One).
☐
Large accelerated filer ☐ Accelerated filer ☑
Non-accelerated filer
☑
Smaller Reporting Company ☐ Emerging growth company
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 has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐
No ☑
The aggregate market value of the common stock held by nonaffiliates
as of June 30, 2025 was approximately $165,039,069 based on 55,197,013 shares of common stock outstanding held by nonaffiliates and the
closing price on that date. Shares of common stock held by each executive officer and director and by each entity that owns more than
5% of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
As of March 25, 2026 the Registrant had 83,424,366 shares of common
stock outstanding.
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement to be
filed for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. The Registrant is not incorporating
by reference any other documents within this Annual Report on Form 10-K except those footnoted in Part IV under the heading “Item
15. Exhibits and Financial Statement Schedules”.
Explanatory Note
This Amendment No. 1 (“Amendment No.
1”) to the Annual Report on Form 10-K of Cadiz Inc. (the “Company”) for the year ended December 31, 2025, as filed
with the U.S. Securities and Exchange Commission on March 31, 2026 (the “Original Form 10-K”), is being filed for the
sole purpose of correcting the Consent of Independent Registered Public Accounting Firm (the “Consent”) filed as Exhibit
23.1 to the Original Form 10-K. The filed Consent contained a typographical error in the date of the report referenced therein,
which was incorrectly stated as March 30, 2026 instead of March 31, 2026, the date included in the manually signed Consent. A corrected Consent is filed as Exhibit 23.1 attached
hereto.
Except as otherwise expressly noted herein, this
Amendment No. 1 does not modify or update in any way the disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events
occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original
Form 10-K.
In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal executive
officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1 pursuant to Rule 13a-14(a) or 15d-14(a)
of the Exchange Act. As no financial statements have been included in this Amendment No. 1 and it does not contain or amend any disclosure
with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not
including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial
statements are being filed with this Amendment No. 1.
PART IV
ITEM 15. Exhibits and Financial Statement Schedule
| | 1. | Financial Statements. The consolidated financial statements of the Company were included in Part II, Item 8 of the Original Form 10-K and are not included in this Amendment No. 1. |
| | 2. | Financial Statement Schedule. See Part II, Item 8 of the Original Form 10-K. *** |
The following exhibits are filed or incorporated by reference as part of this Amendment No. 1.
| **3.1 | | Cadiz Certificate of Incorporation, as amended |
| | | |
| **3.2 | | Cadiz Bylaws, as amended |
| | | |
| **3.3 | | Certificate of Designation of Series 1 Preferred Stock of Cadiz Inc. |
| | | |
| **3.4 | | Certificate of Designation of 8.875% Series A Cumulative Perpetual Preferred Stock of Cadiz Inc. |
| | | |
| **4.1 | | Form of Senior Indenture |
| | | |
| **4.2 | | Form of Subordinated Indenture |
| | | |
| **4.3 | | Deposit Agreement, dated effective as of July 2, 2021, by and among the Company, Continental Stock Transfer & Trust Company, as depositary, and the holders of the depositary receipts issued thereunder |
| | | |
| **4.4 | | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 |
| | | |
| **4.5 | | Common Stock Purchase Warrant dated as of March 6, 2024 |
| | | |
| **10.1 | | Limited Liability Company Agreement of Cadiz Real Estate LLC dated December 11, 2003 |
| | | |
| **10.2 | | Amendment No. 1, dated October 29, 2004, to Limited Liability Company Agreement of Cadiz Real Estate LLC |
| | | |
| **10.3 | | Amendment No. 2 dated March 5, 2013, to Limited Liability Company Agreement of Cadiz Real Estate LLC |
| | | |
| **10.4 | | Longitudinal Lease Agreement dated September 17, 2008, between Arizona & California Railroad Company and Cadiz Real Estate, LLC |
| | | |
| †**10.5 | | 2019 Equity Incentive Plan, as amended |
| | | |
| **10.6 | | Form of Option Agreement with Santa Margarita Water District |
| | | |
| **10.7 | | Option Agreement with Golden State Water Company dated June 25, 2010 |
| | | |
| **10.8 | | Key Terms for First Amendment to Option and Golden State Water Company’s Conditional Exercise of its Option dated March 13, 2024 |
| | | |
| **10.9 | | Option Agreement with Suburban Water Systems dated October 4, 2010 |
| | | |
| **10.10 | | Option Agreement with California Water Service Company dated December 1, 2011 |
| **10.11 | | Form of Memorandum of Understanding by and among Cadiz Inc., County of San Bernardino and Santa Margarita Water District |
| | | |
| **10.12 | | First Amendment to the Memorandum of Understanding, dated November 2, 2023, by and among the Santa Margarita Water District, Cadiz Inc., Fenner Gap Mutual Water Company and San Bernardino County |
| | | |
| **10.13 | | Water Purchase and Sale Agreement among Cadiz Inc., Cadiz Real Estate LLC, Fenner Valley Mutual Water Company and Santa Margarita Water District dated July 31, 2012 |
| | | |
| **10.14 | | Groundwater Management, Monitoring, and Mitigation Plan for the Cadiz Valley Groundwater Conservation, Recovery and Storage Project approved by the Santa Margarita Water District and the County of San Bernardino Board of Supervisors effective October 1, 2012 |
| | | |
| **10.15 | | Summary of Key Terms Between Antelope Valley - East Kern Water Agency and Fenner Gap Mutual Water Company dated May 24, 2023 |
| | | |
| **10.16 | | Agreement for the Delivery of Water Made Available by Cadiz Inc. and Fenner Gap Mutual Water Company to Public Water Systems, dated February 28, 2024, among Cadiz Inc., Cadiz Real Estate LLC, Fenner Gap Mutual Water Company and Fontana Water Company |
| | | |
| **10.17 | | Term Sheet for the Delivery of Water Made Available by Cadiz Inc. and Fenner Gap Mutual Water Company to Santa Margarita Water District in the Northern Pipeline, dated February 28, 2024, among Cadiz Inc., Fenner Gap Mutual Water Company and Santa Margarita Water District |
| | | |
| **10.18 | | Amendment for the Delivery of Water Made Available by Cadiz Inc. and Fenner Gap Mutual Water Company to Solomon Hills, dated April 18, 2024, among Cadiz Inc., Cadiz Real Estate LLC, Fenner Gap Mutual Water Company and Solstra Communities California LLC |
| | | |
| **10.19 | | Track Utilization Agreement dated September 16, 2013, between Arizona & California Railroad Company and Cadiz Real Estate LLC |
| | | |
| †**10.20 | | Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated June 13, 2014 |
| | | |
| †**10.21 | | Amendment No. 1 to Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated March 10, 2020 |
| | | |
| †**10.22 | | Amendment No. 2 to Amended and Restated Employment Agreement between Timothy J. Shaheen and Cadiz Inc. dated as of May 21, 2020 |
| | | |
| †**10.23 | | Employment Agreement between Cadiz Inc. and Stanley E. Speer dated as of May 21, 2020 |
| | | |
| **10.24 | | Form of Water Purchase and Sale Agreement, dated as of December 29, 2014, by and between Cadiz Inc. and San Luis Water District |
| **10.25 | | Amended and Restated Lease Agreement, dated as of February 8, 2016, by and among Cadiz Real Estate LLC, Cadiz Inc. and Fenner Valley Farm, LLC |
| | | |
| **10.26 | | Purchase and Sale Agreement between El Paso Natural Gas Company, LLC, and Cadiz Inc. dated December 31, 2018 |
| | | |
| **10.27 | | First Amendment to Purchase and Sale Agreement dated February 3, 2020, by and between El Paso Natural Gas Company, LLC, a Delaware limited liability company and Cadiz Inc., a Delaware corporation |
| | | |
| **10.28 | | Second Amendment to Purchase and Sale Agreement dated December 4, 2020, by and between El Paso Natural Gas Company, LLC, a Delaware limited liability company and Cadiz Inc., a Delaware corporation |
| | | |
| **10.29 | | Credit Agreement, dated as of July 2, 2021, by and among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from time-to-time party thereto, and B. Riley Securities, Inc., as administrative agent |
| | | |
| **10.30 | | First Amendment to Credit Agreement, dated as of February 2, 2023, by and among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from time-to-time party thereto, and B. Riley Securities, Inc. as administrative agent |
| | | |
| **10.31 | | Second Amendment to Credit Agreement, dated as of August 14, 2023, by and among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from time-to-time party thereto, and B. Riley Securities, Inc. as administrative agent |
| | | |
| **10.32 | | Third Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of March 6, 2024, by and among Cadiz Inc., Cadiz Real Estate LLC, ATEC Water Systems, LLC and Octagon Partners LLC as borrowers, and the lenders party thereto |
| | | |
| **10.33 | | Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, dated as of July 2, 2021 |
| | | |
| **10.34 | | First Amendment to Deed of Trust, Assignment of Leases and Rents, Securities Agreement, Financing Statement and Fixture Filing, dated as of February 2, 2023 |
| | | |
| †**10.35 | | Amended and Restated Employment Agreement between Cadiz Inc. and Susan P. Kennedy dated as of April 26, 2024 |
| | | |
| **10.36 | | Form of Board Observer and Nomination Right Agreement |
| | | |
| **10.37 | | Amendment No. 1 to Board Observer and Nomination Right Agreement, dated as of March 6, 2024, by and between Cadiz Inc. and Heerema International Group Services S.A. |
| | | |
| **10.38 | | Form of Registration Rights Agreement |
| **10.39 | | Form of Amendment No. 1 to Registration Rights Agreement |
| | | |
| **10.40 | | Form of Amendment No. 2 to Registration Rights Agreement |
| | | |
| **10.41 | | Amendment No. 3 to Registration Rights Agreement, dated as of March 6, 2024, by and between Cadiz Inc. and Heerema International Group Services S.A. |
| | | |
| **10.42 | | Amended and Restated Limited Liability Company Agreement of ATEC Water Systems, LLC dated as of November 6, 2022 |
| | | |
| **10.43 | | Successor Agent and Amendment Agreement, dated as of July 23, 2024, by and among Cadiz Inc., Cadiz Real Estate LLC, ATEC Water Systems, LLC, Octagon Partners LLC, the other loan parties, the lenders thereto, B. Riley Securities, Inc and Alter Domus LLC |
| | | |
| **10.44 | | Northern Pipeline Delivery Agreement, dated as of August 13, 2024, by and among Cadiz Inc., Cadiz Real Estate LLC, Fenner Gap Mutual Water Company and Cucamonga Valley Water District |
| | | |
| †**10.45 | | Employment Agreement between Cadiz Inc. and Cathryn Rivera dated as of September 16, 2024 |
| | | |
| **10.46 | | Renewable Energy System Site Lease and Easement Agreement, dated October 21, 2024, between Cadiz Real Estate LLC and RIC Development, LLC |
| | | |
| **10.47 | | Placement Agent Agreement, dated as of November 4, 2024, by and between the Company and B. Riley Securities, Inc. |
| | | |
| **10.48 | | Purchase Option Agreement, dated November 10, 2024, by and among GMHR Acquisitions Co., LLC, LKM Industries Inc., North West Iron & Metal LLC and Cadiz Inc. |
| | | |
| **10.49 | | Letter of Intent, dated November 21, 2024, by and between Lytton Rancheria of California and Cadiz Inc. |
| | | |
| **10.50 | | Placement Agent Agreement, dated as of March 7, 2025, by and between the Company and Roth Capital Partners, LLC |
| | | |
| **10.51 | | Credit Agreement, dated as of October 27, 2025, by and between the Company and Lytton Rancheria of California |
| | | |
| **10.52 | | Memorandum of Understanding, effective as of September 25, 2025, among the Bureau of Reclamation, Fenner Valley Water Authority, and Fenner Gap Mutual Water Company |
| | | |
| **19.1 | | Insider Trading Policy |
| | | |
| **21.1 | | Subsidiaries of the Registrant |
| | | |
| *23.1 | | Consent of Independent Registered Public Accounting Firm |
| † | Management contract or compensatory plan or agreement. |
| *** | All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 P. Kennedy |
| | | Susan P. Kennedy, |
| | | Chief Executive Officer |
| | | |
| | Date: | October 29, 2026 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-271807 and 333-281507) and Form
S-8 (Nos. 333-233582, 333-266504, 333-280136 and 333-288016) of Cadiz Inc. of our report dated March 31, 2026 relating to the financial
statements which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 31, 2026
PricewaterhouseCoopers LLP, 601 South Figueroa, Los Angeles, CA 90017
T: (213) 356 6000, F: (813) 637 4444, www.pwc.com/us
