Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on June 12, 2024

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM S‑8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________________________

CADIZ INC.

(Exact name of registrant as specified in its charter)

________________________________

Delaware	77-0313235
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

550 S. Hope Street, Suite 2850

Los Angeles, California 90071

(Address of principal executive offices)

________________________________

Cadiz Inc. 2019 Equity Incentive Plan

(Full title of the plans)

________________________________

SUSAN P. KENNEDY

Chief Executive Officer

Cadiz Inc.

550 S. Hope Street, Suite 2850

Los Angeles, California 90071

(Name and address of agent for service)

(213) 271-1600

(Telephone number, including area code, of agent for service)

________________________________

Copies of communications to:

HOWARD J. UNTERBERGER, ESQ.

Law Office of Howard J. Unterberger

3337 Keeshen Drive

Los Angeles, California 90066

(310) 740‑7183

________________________________

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	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement is being filed by Cadiz Inc. (the “Registrant”) for the purpose of registering an additional 2,500,000 shares of common stock, $0.01 par value per share (the “Common Stock”) that are issuable under the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the "Plan"). These additional shares of Common Stock are securities of the same class and relate to the same stock incentive plan as those shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2019 (File No. 333-233582) and August 3, 2022 (File No. 333-266504). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following documents are filed or incorporated by reference as part of this Registration Statement:

4.1	Specimen form of stock certificate (previously filed as an exhibit to Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 1998 filed on November 13, 1998 and incorporated herein by reference)

4.2	Cadiz Inc. Certificate of Incorporation, as amended (previously filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2023 filed on March 28, 2024 and incorporated herein by reference)

4.3	Amendment to Cadiz Inc. Certificate of Incorporation dated June 11, 2024

4.4	Cadiz Inc. Bylaws, as amended (previously filed as an exhibit to Registrant’s annual report on Form 10-K for the year ended December 31, 2023 filed on March 28, 2024 and incorporated herein by reference)

5.1	Opinion of Legal Counsel

23.1	Consent of Independent Registered Public Accounting Firm

23.2	Consent of Legal Counsel (included in the opinion filed as Exhibit 5.1)

24.1	Power of Attorney (included on signature page)

99.1	2019 Cadiz Inc. Equity Incentive Plan, as amended (previously filed as Annex 1 to the Registrant’s definitive Proxy Statement (file number 001-40579) filed with the Commission on April 26, 2024 and incorporated herein by reference).

107.1

Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 12th day of June 2024.

	CADIZ INC.

	By:	/s/ Susan P. Kennedy
		Susan P. Kennedy
		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Susan P. Kennedy and Stanley Speer, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

TITLE

DATE

/s/ Susan P. Kennedy

Susan P. Kennedy

Chair and Chief Executive Officer

(Principal Executive Officer)

June 12, 2024

/s/ Stanley Speer

Stanley Speer

Chief Financial Officer

(Principal Financial and

Accounting Officer)

June 12, 2024

/s/ Stephen E. Courter

Stephen E. Courter

Director

June 12, 2024

/s/ Maria Dreyfus

Maria Dreyfus

Director

June 12, 2024

/s/ Maria Echaveste

Maria Echaveste

Director

June 12, 2024

/s/ Winston H. Hickox

Winston H. Hickox

Director

June 12, 2024

/s//Barbara Lloyd

Barbara Lloyd

Director

June 12, 2024

/s/ Kenneth T. Lombard

Kenneth T. Lombard

Director

June 12, 2024

/s/ Richard Polanco

Richard Polanco

Director

June 12, 2024

/s/ Carolyn Webb de Macias

Carolyn Webb de Macias

Director

June 12, 2024

Exhibit 4.3

EXHIBIT 5.1

June 12, 2024

Cadiz Inc.

550 South Hope Street

Suite 2850

Los Angeles, CA 90071

Re: Securities Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested our opinion, as set forth below, in connection with the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, by Cadiz Inc., a Delaware corporation (the "Company") as to which this opinion is being filed as an exhibit (the "Registration Statement"). The Registration Statement relates to the registration of 2,500,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), issuable from time to time pursuant to the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the "Plan").

In connection with the preparation of this opinion, we have examined such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinion, we have relied upon the certificates of certain officers of the Company.

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, rules or regulations.

Subject to the foregoing, it is our opinion that, as of the date of effectiveness of the Registration Statement, the Shares have been duly authorized by all necessary corporate action of the Company, and upon issuance thereof in conformity with the terms of the Plan and in accordance with the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

Very truly yours,

/s/ Howard J. Unterberger

Law Office of Howard J. Unterberger

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Cadiz Inc. of our report dated March 28, 2024relating to the financial statements, which appears in Cadiz Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
June 12, 2024

EXHIBIT 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)		2,500,000	⁽²⁾	$	2.96	⁽³⁾	$	7,400 ,000	$147.60 per $1,000,000	$	1,092.24
Total Offering Amounts									$	7,400,000		$	1,092.24
Total Fee Offsets (4)												$	0.00
Net Fee Due												$	1,092.24

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(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Consists of an additional 2,500,000 shares of Common Stock issuable under the Cadiz Inc. 2019 Equity Incentive Plan (as amended, the “2019 Plan”) pursuant to the terms of the 2019 Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Cadiz Inc.’s (the “Registrant”) Common Stock on June 7, 2024, as reported on The Nasdaq Global Market.