Cadiz Inc. filed a Form 8-K on October 29, 2026, disclosing a registered direct offering of 5,000,000 shares of common stock at $4.20 per share, with Roth Capital Partners, LLC acting as exclusive placement agent.

Key Highlights

  • Offering size: 5,000,000 shares of common stock, par value $0.01 per share, sold to certain institutional investors.
  • Purchase price: $4.20 per share, for an aggregate purchase price of approximately $21 million.
  • Net proceeds: Approximately $20 million expected after deducting placement agent fees and transaction expenses.
  • Expected closing: On or about October 30, 2026, subject to customary closing conditions.
  • Intended use of proceeds: General corporate purposes, including the Mojave Groundwater Bank Project development and construction, plus corporate overhead and interest payments.
  • Lock-up period: Directors and officers entered into 90-day lock-up agreements with the placement agent prohibiting disposition of Company securities without prior written consent.
  • Registration basis: Offered pursuant to a Form S-3 (File No. 333-281507) declared effective on August 22, 2024, and a prospectus supplement dated October 29, 2026.

Cadiz Registered Direct Offering Details and Use of Net Proceeds

According to the filing, Cadiz Inc. (NASDAQ:CDZI) entered into a placement agent agreement with Roth Capital Partners, LLC on October 29, 2026, in connection with the registered direct offering of 5,000,000 shares of its common stock at $4.20 per share. The aggregate purchase price is approximately $21 million, and the company disclosed it expects to receive net proceeds of approximately $20 million after deducting placement agent fees and transaction expenses.

The company disclosed that net proceeds are intended for general corporate purposes, including corporate overhead and interest payments, as well as capital and other expenses related to the development and construction of the Mojave Groundwater Bank Project. According to the filing, this may include acquisition of equipment and materials for construction of facilities related to the company's northern and/or southern pipeline, wellfield infrastructure on land owned by the company and its subsidiaries, business development activities, other capital expenditures, working capital, business expansion, and acquisitions.

The filing further disclosed that the placement agent agreement contains customary representations, warranties, agreements, indemnification obligations, and termination provisions. In connection with the agreement, the company's directors and officers entered into lock-up agreements with the placement agent that "generally prohibit, without the prior written consent of the Placement Agent, the sale, transfer or other disposition of securities of the Company for a period of 90 days." The offering was made pursuant to a Form S-3 registration statement initially filed August 13, 2024, and a prospectus supplement dated October 29, 2026. The Form 8-K was signed by Jacinto Hernandez, Chief Financial Officer.

What Was Disclosed

Cadiz Inc. disclosed a registered direct offering of 5,000,000 shares at $4.20 per share for approximately $21 million in aggregate proceeds, with net proceeds of approximately $20 million intended for the Mojave Groundwater Bank Project and general corporate purposes, expected to close on or about October 30, 2026.