Item 1.01. Entry into a Material Definitive Agreement
On November 9, 2022, Cadiz Inc. (the "Company") entered into a Securities
Purchase Agreement with certain accredited investors relating to the sale and
issuance by the Company of 5,000,000 shares of the Company's common stock
("Shares") to such investors in a registered direct offering (the "Purchase
Agreement"). The purchasers in this offering include the Company's largest
stockholder, a fund represented by Heerema International Group Services S.A.
(such fund referred to herein as "Heerema"), which beneficially owns
approximately 35.4% of the issued and outstanding shares of the Company's common
stock prior to this offering, will purchase 1,783,334 Shares in this offering
and following which offering, Heerema and its affiliates are expected to
beneficially own approximately 35.4% of the issued and outstanding shares of the
Company's common stock representing approximately 35.3% of the voting power of
the Company's outstanding capital stock. The Shares will be sold at a purchase
price of $2.00 per share, for an aggregate purchase price of $10 million. The
Company will not pay any underwriting discounts or commissions in connection
with this offering, as this offering is not made with an underwriter or a
placement agent. The closing of this offering is expected to take place on
November 14, 2022 subject to the satisfaction of customary closing conditions.
Immediately following this offering there will be 55,823,810 shares of common
stock outstanding. The Company intends to use the net cash proceeds from this
offering for capital expenditures to accelerate development of its water supply
project, working capital and development of additional water resources to meet
increased demand on an accelerated timetable.
The Shares were offered and sold pursuant to a prospectus dated June 25, 2021
and a prospectus supplement dated November 9, 2022 to be filed with the
Securities and Exchange Commission (the "SEC"), pursuant to the Company's
registration statement on Form S-3 (File No. 333-257159), which was declared
effective by the SEC on June 25, 2021. A copy of the opinion of Greenberg
Traurig, LLP relating to the legality of the issuance and sale of the common
stock in this offering is attached as Exhibit 5.1 hereto.
In connection with this offering, the Company expects to enter into an Amendment
No. 1 to Registration Rights Agreement with Heerema (the "Amendment") at or
prior to the closing. The Amendment will amend the Registration Rights
Agreement, dated March 23, 2022, between the Company and certain holders of the
Company's securities including Heerema by providing that all the Shares
purchased by Heerema in this offering will be deemed "Registerable Securities"
under the Registration Rights Agreement.
The transactions with Heerema under this offering have been approved by the
Audit and Risk Committee of the Company's Board of Directors.
The foregoing description of the Purchase Agreement and the Amendment does not
purport to be complete and is qualified in its entirety by reference to
Exhibit 10.1 and Exhibit 10.2 hereto, which are incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
5.1 Opinion of Greenberg Traurig, LLP
10.1 Form of Securities Purchase Agreement
10.2 Form of Amendment No. 1 to Registration Rights Agreement
23.1 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
99.1 Press release dated as of November 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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