SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01. Entry into a Material Definitive Agreement
On June 2, 2021, Cadiz Inc. (the “Company”) entered into a placement agent agreement with B. Riley Securities, Inc. (the “Placement Agent”) relating to the sale and issuance by the Company of 1,219,512 shares of the Company’s common stock to certain institutional investors. The shares of common stock will be sold at a purchase price of $12.30 per share, for an aggregate purchase price of approximately $15 million. The Company currently intends to use the net proceeds from this offering together with cash on hand to fund the $19 million payment due by June 30, 2021 under the purchase agreement with El Paso Natural Gas Company for the Company’s acquisition of a 124-mile extension of its Northern Pipeline. The closing of the offering is expected to take place on June 7, 2021 subject to the satisfaction of customary closing conditions.
The shares of common stock are being offered and sold pursuant to a prospectus dated November 26, 2018 and a prospectus supplement dated June 2, 2021, pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-228433), which was declared effective by the Securities and Exchange Commission on November 26, 2018. A copy of the opinion of Greenberg Traurig LLP relating to the legality of the issuance and sale of the common stock in the offering is attached as Exhibit 5.1 hereto.
Pursuant to the terms of the placement agent agreement, the Company will pay the Placement Agent a cash fee equal to approximately $450,000. The foregoing description of the placement agent agreement does not purport to be complete and is qualified in its entirety by reference to the Exhibit 10.1 hereto, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
|5.1||Opinion of Greenberg Traurig, LLP|
|10.1||Placement Agent Agreement, dated as of June 2, 2021, by and between Cadiz Inc. and B. Riley Securities, Inc.|
|23.1||Consent of Greenberg Traurig LLP (included in Exhibit 5.1)|
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.
|Date: June 3, 2021||CADIZ INC.|
|By:||/s/ Stanley Speer|
|Title:||Chief Financial Officer|