Item 1.01. Entry into a Material Definitive Agreement

On February 2, 2023, Cadiz Inc. (the "Company") and its wholly-owned subsidiary, Cadiz Real Estate LLC, as borrowers (collectively, the "Borrowers") entered into a First Amendment to Credit Agreement with B. Riley Commercial Capital, LLC ("B. Riley Commercial") and B. Riley Securities, Inc. ("BRS"), as administrative agent, to amend certain provisions of the Credit Agreement dated as of July 2, 2021, among the Borrowers, B. Riley Commercial and the other lenders from time to time party thereto, and BRS, as administrative agent for the lenders (the "Credit Agreement"), including the following:

· The lenders will have a right to convert from time to time up to $15 million of


   outstanding principal, plus any PIK Interest (as defined below) and any accrued
   and unpaid interest under the Credit Agreement (the "Convertible Loan") into
   shares of the Company's common stock at a conversion price of $4.80 per share
   (the "Conversion Price"). The lenders' right to convert is conditioned upon the
   Company obtaining stockholder approval of an amendment to its certificate of
   incorporation to increase the number of authorized shares of the Company at its
   next annual meeting of stockholders, expected to be held in June 2023 (the
   "Stockholder Approval"). If the lenders elect to convert the entire aggregate
   amount of the Convertible Loan, the Company would be required to issue an
   aggregate amount of 3,125,000 shares of common stock, not including shares
   issuable upon conversion of any PIK Interest or accrued and unpaid interest on
   the Convertible Loan. In addition, the Company has agreed to provide the
   lenders with registration rights for resale of the shares issuable upon
   conversion of the Convertible Loan.

· Prior to the maturity of the Credit Agreement, the Company will have the right


   to require that the lenders convert the outstanding principal amount, plus any
   PIK Interest and accrued and unpaid interest, of the Convertible Loan if the
   following conditions are met: (i) the average VWAP of the Company's common
   stock on The Nasdaq Stock Market, or such other national securities exchange on
   which the shares of common stock are listed for trading, over 30 consecutive
   trading dates exceeds 115% of the then Conversion Price, (ii) a registration
   statement registering the resale of the shares issuable upon conversion of the
   Convertible Loan has been declared effective by the Securities and Exchange
   Commission, (iii) the Stockholder Approval has been obtained, and (iv) there is
   no event of default under certain provisions of the Credit Agreement.

· The maturity date of the Credit Agreement will be initially extended from July


   2, 2024 to June 30, 2025. Upon obtaining the Stockholder Approval and so long
   as there is no event of default under certain provisions of the Credit
   Agreement, the maturity date for the Credit Agreement will automatically be
   extended to June 30, 2026.

· The annual interest rate will remain unchanged at 7.00%. Interest on $20

million of the principal amount will continue to be paid in cash. Interest on

the $15 million principal amount of the Convertible Loan will be paid in kind

on a quarterly basis by adding such amount to the outstanding principal amount

of the outstanding Convertible Loan ("PIK Interest").

In conjunction with the entry into the First Amendment to Credit Agreement, the Borrowers, Octagon Partners LLC, an affiliate of each of the Borrowers, and BRS, as administrative agent for the lenders, entered into a First Amendment to Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, to amend all references to the "Credit Agreement" in the Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing dated as of July 2, 2021 ("Deed of Trust") to mean the Credit Agreement as amended by the First Amendment to Credit Agreement.

The foregoing description of the First Amendment to Credit Agreement and the First Amendment to Deed of Trust, does not purport to be complete and is qualified in its entirety by the full text of such documents, each of which is filed as Exhibits 10.1 and 10.2, respectively, to this current report and is incorporated by reference herein.





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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this current report on Form 8-K with respect to the Convertible Loan is hereby incorporated by reference into this Item 3.02. The offer and sale of the Convertible Loan, including up to approximately 3,971,870 shares of the Company's common stock issuable upon the conversion of the Convertible Loan (including any PIK Interest and any accrued and unpaid interest), subject to obtaining the Stockholder Approval, was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



10.1     First Amendment to Credit Agreement, dated as of February 2, 2023, by and
       among Cadiz Inc. and Cadiz Real Estate LLC as borrowers, the lenders from
       time to time party thereto, and B. Riley Securities, Inc., as
       administrative agent.

10.2     First Amendment to Deed of Trust, Assignment of Leases and Rents,
       Security Agreement, Financing Statement and Fixture Filing, dated as of
       February 2, 2023, by and among Cadiz Inc., Cadiz Real Estate LLC, Octagon
       Partners LLC and B. Riley Securities, Inc.

104    Cover Page Interactive Data File (embedded within the Inline XBRL
       document).




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