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 |
4.2 |
4.3 | Amendment to Cadiz Inc. Certificate of Incorporation dated June 11, 2024 |
4.4 |
5.1 |
23.1 |
23.2 | Consent of Legal Counsel (included in the opinion filed as Exhibit 5.1) |
24.1 |
99.1 |
107.1 |
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 |
