8-K

united states

Securities and Exchange Commission

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 8, 2019

Cadiz Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE	0-12114		77-0313235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
550 S. Hope Street, Suite 2850 Los Angeles, CA		90071
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (231) 271-1600

	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
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))

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 1.01  Entry into a Material Definitive Agreement

On November 8, 2019, the Company entered into certain amendments (the “Amendments”) to the option agreements (the “Option Agreements”) dated March 14, 2019 between the Company and certain holders of the Company’s 7.00% Convertible Senior Notes due 2020 (the “Notes”). Under the terms of the Option Agreements, the Company has been granted the option, exercisable in its sole discretion, to extend the maturity date of the Notes from March 5, 2020 until September 5, 2021. The Amendments extend the date by which this option must be exercised, if at all, from December 5, 2019 to March 5, 2020.

The Amendments were entered into by the Company with the holders of $44,986,000 in aggregate original principal amount (representing 99% of the currently outstanding aggregate original principal amount) of the Notes.

The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by the full terms and conditions of the Amendments filed as exhibits to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1*	First Amendment to Option Agreement dated November 8, 2019 by and between Cadiz Inc., a Delaware corporation, and LC Capital Partners, LP
10.2*	First Amendment to Option Agreement dated November 8, 2019 by and between Cadiz Inc., a Delaware corporation, and Nokomis Capital, L.L.C., a Texas limited liability company
10.3*	First Amendment to Option Agreement dated November 8, 2019 by and between Cadiz Inc., a Delaware corporation, and Elkhorn Partners Limited Partnership

*filed herewith

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/ Timothy J. Shaheen

       Timothy J. Shaheen

       Chief Financial Officer

Date:  November 12, 2019

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO

OPTION AGREEMENT

THIS FIRST AMENDMENT TO OPTION AGREEMENT (this “Amendment”), dated as of November 8, 2019, is made by and between Cadiz Inc., a Delaware corporation (“Cadiz”), and LC Capital Partners, LP (the “Noteholder”); Cadiz and the Noteholder each sometimes referred to herein individually as a “Party” and together, as the “Parties”).

WHEREAS, Cadiz is party to that certain Indenture, dated as of December 10, 2015 (the “Indenture”), between Cadiz, as issuer, and U.S. Bank National Association, as trustee, pursuant to which Cadiz issued certain 7.00% Convertible Senior Notes due 2020 (“Convertible Notes”);

WHEREAS, the Noteholder has acquired Convertible Notes under the Indenture in the aggregate original principal amount of $26,480,000 (such Convertible Notes acquired by the Noteholder, the “Notes”);

WHEREAS, the Parties entered into that certain Option Agreement dated as of March 14, 2019 (the “Option Agreement”) which granted Cadiz the option (the “Option”) to extend the Maturity Date of the Notes to September 5, 2021.  Capitalized terms not otherwise herein defined shall have the same meaning as assigned in the Option Agreement; and

WHEREAS, the Parties now desire to amend the Option Agreement to extend the Exercise Period for Cadiz’s Option.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Exercise Period.  Section 1(b) of the Option Agreement is hereby amended to replace the date “December 5, 2019” with the date “March 5, 2020.”

2.Full Force and Effect.  Except as expressly modified by this Amendment, the Option Agreement shall remain in full force and effect.

3.Entire Agreement. The Option Agreement, as modified by this Amendment, constitutes the entire agreement between the Parties with respect to the matters in the Option Agreement, and cannot be amended, modified or terminated except by an agreement in writing executed by the Parties.

4.Governing Law. This Amendment shall be governed by the internal law of the State of New York without giving effect to the conflicts of laws principles thereof.

5.Counterparts; Facsimiles. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original (including copies sent to a Party by facsimile or other electronic transmission) as against the Party signing such counterpart, but which together shall constitute one and the same instrument. Signatures transmitted via facsimile or electronically shall be considered authentic and binding.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

PARTIES:

CADIZ INC.,

a Delaware corporation

By: /s/ Timothy J. Shaheen

      Timothy J. Shaheen

      CFO

LC CAPITAL PARTNERS, LP

By: /s/ Richard F. Conway

       Richard F. Conway

       Director

EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO

OPTION AGREEMENT

THIS FIRST AMENDMENT TO OPTION AGREEMENT (this “Amendment”), dated as of November 8, 2019, is made by and between Cadiz Inc., a Delaware corporation (“Cadiz”), and Nokomis Capital, L.L.C., a Texas limited liability company (the “Noteholder”; Cadiz and the Noteholder each sometimes referred to herein individually as a “Party” and together, as the “Parties”).

WHEREAS, Cadiz is party to that certain Indenture, dated as of December 10, 2015 (the “Indenture”), between Cadiz, as issuer, and U.S. Bank National Association, as trustee, pursuant to which Cadiz issued certain 7.00% Convertible Senior Notes due 2020 (“Convertible Notes”);

WHEREAS, the Noteholder has acquired Convertible Notes under the Indenture in the aggregate original principal amount of $17,605,000 (such Convertible Notes acquired by the Noteholder, the “Notes”);

WHEREAS, the Parties entered into that certain Option Agreement dated as of March 14, 2019 (the “Option Agreement”) which granted Cadiz the option (the “Option”) to extend the Maturity Date of the Notes to September 5, 2021.  Capitalized terms not otherwise herein defined shall have the same meaning as assigned in the Option Agreement; and

WHEREAS, the Parties now desire to amend the Option Agreement to extend the Exercise Period for Cadiz’s Option.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Exercise Period.  Section 1(b) of the Option Agreement is hereby amended to replace the date “December 5, 2019” with the date “March 5, 2020.”

2.Full Force and Effect.  Except as expressly modified by this Amendment, the Option Agreement shall remain in full force and effect.

3.Entire Agreement. The Option Agreement, as modified by this Amendment, constitutes the entire agreement between the Parties with respect to the matters in the Option Agreement, and cannot be amended, modified or terminated except by an agreement in writing executed by the Parties.

4.Governing Law. This Amendment shall be governed by the internal law of the State of New York without giving effect to the conflicts of laws principles thereof.

5.Counterparts; Facsimiles. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original (including copies sent to a Party by facsimile or other electronic transmission) as against the Party signing such counterpart, but which together shall constitute one and the same instrument. Signatures transmitted via facsimile or electronically shall be considered authentic and binding.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

PARTIES:

CADIZ INC.,

a Delaware corporation

By: /s/ Timothy J. Shaheen

      Timothy J. Shaheen

      CFO

NOKOMIS CAPITAL, L.L.C.

By: /s/ Brett Hendrickson

       Brett Hendrickson

EX-10.3

EXHIBIT 10.3

FIRST AMENDMENT TO

OPTION AGREEMENT

THIS FIRST AMENDMENT TO OPTION AGREEMENT (this “Amendment”), dated as of November 8, 2019, is made by and between Cadiz Inc., a Delaware corporation (“Cadiz”), and Elkhorn Partners Limited Partnership (the “Noteholder”; Cadiz and the Noteholder each sometimes referred to herein individually as a “Party” and together, as the “Parties”).

WHEREAS, Cadiz is party to that certain Indenture, dated as of December 10, 2015 (the “Indenture”), between Cadiz, as issuer, and U.S. Bank National Association, as trustee, pursuant to which Cadiz issued certain 7.00% Convertible Senior Notes due 2020 (“Convertible Notes”);

WHEREAS, the Noteholder has acquired Convertible Notes under the Indenture in the aggregate original principal amount of $901,000 (such Convertible Notes acquired by the Noteholder, the “Notes”);

WHEREAS, the Parties entered into that certain Option Agreement dated as of March 14, 2019 (the “Option Agreement”) which granted Cadiz the option (the “Option”) to extend the Maturity Date of the Notes to September 5, 2021.  Capitalized terms not otherwise herein defined shall have the same meaning as assigned in the Option Agreement; and

WHEREAS, Cadiz entered into option agreements with each of LC Capital Partners, LP and Nokomis Capital, L.L.C. (collectively, the “Other Noteholders”), which also granted Cadiz the option to extend the maturity date of the Convertible Notes held by such Other Noteholders to September 5, 2021;

WHEREAS, the Parties now desire to amend the Option Agreement to extend the Exercise Period for Cadiz’s Option to March 5, 2020; provided, that Cadiz also enter into amendments to the option agreements of the Other Noteholders to similarly extend the Exercise Period (as defined therein).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Exercise Period.  Effective upon the later of (i) the date hereof, or (ii) the date upon which Cadiz enters into amendments with each of the Other Noteholders to extend the Exercise Period (as defined in their respective option agreements) of Cadiz’s option to extend the maturity date of the Convertible Notes held by such Other Noteholders to March 5, 2020, Section 1(b) of the Option Agreement is hereby amended to replace the date “December 5, 2019” with the date “March 5, 2020.”

2.Full Force and Effect.  Except as expressly modified by this Amendment, the Option Agreement shall remain in full force and effect.

3.Entire Agreement. The Option Agreement, as modified by this Amendment, constitutes the entire agreement between the Parties with respect to the matters in the Option Agreement, and cannot be amended, modified or terminated except by an agreement in writing executed by the Parties. This Amendment is substantively the same as the amendments to be entered into on or around the date hereof between Cadiz and the Other Noteholders.

4.Governing Law. This Amendment shall be governed by the internal law of the State of New York without giving effect to the conflicts of laws principles thereof.

5.Counterparts; Facsimiles. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original (including copies sent to a Party by facsimile or other electronic transmission) as against the Party signing such counterpart, but which together shall constitute one and the same instrument. Signatures transmitted via facsimile or electronically shall be considered authentic and binding.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

PARTIES:

CADIZ INC.,

a Delaware corporation

By: /s/ Timothy J. Shaheen

      Timothy J. Shaheen

      CFO

ELKHORN PARTNERS LIMITED PARTNERSHIP

By: /s/ Alan S. Parsow

       Alan S. Parsow

       Sole Managing Partnter