Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2021, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with B. Riley Securities, Inc. as representative of
the several underwriters named therein (the "Underwriters"), to issue and sell
an aggregate of 2,000,0000 depositary shares (the "Depositary Shares"), as well
as up to 300,000 Depositary Shares that may be sold pursuant to the exercise of
an option to purchase additional Depositary Shares, each representing 1/1000th
of a share of Series A Preferred Stock. The liquidation preference of each share
of Series A Preferred Stock is $25,000.00 ($25.00 per Depositary Share).
The Underwriting Agreement contains customary representations, warranties and
covenants of the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions.
The foregoing description of the material terms of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated
herein by reference.
The Depositary Shares will be offered pursuant to the Company's shelf
registration statement on Form S-3 (Registration No. 333-257159) (the
"Registration Statement") initially filed with the Commission on June 17, 2021
and declared effective by the Commission on June 25, 2021.
Attached as Exhibit 5.1 to this Current Report and incorporated herein by
reference is a copy of the opinion of Greenberg Traurig, LLP relating to the
validity of the Depositary Shares that may be sold in the offering (the "Legal
Opinion"). The Legal Opinion is also filed with reference to, and is hereby
incorporated by reference into, the Registration Statement.
Item 3.03. Material Modifications to Rights of Security Holders.
On July 1, 2021, Cadiz Inc. (the "Company") filed the Certificate of Designation
("Certificate of Designation") for the 8.875% Series A Cumulative Perpetual
Preferred Stock (the "Series A Preferred Stock") with the Secretary of State of
the State of Delaware, which became effective upon acceptance for record. The
Certificate of Designation classified a total of 7,500 shares of the Company's
authorized shares of preferred stock, $0.01 par value per share, as Series A
Preferred Stock.
As set forth in the Certificate of Designation, the Series A Preferred Stock
will rank, as to dividend rights and rights upon the Company's liquidation,
dissolution or winding up: (i) senior to all classes or series of common stock
of the Company (the "Common Stock") and to each other class or series of capital
stock of the Company issued by the Company other than any class or series of
capital stock of the Company issued with terms specifically providing that such
securities rank senior to or on a parity with the Series A Preferred Stock;
provided, however, that the Series A Preferred Stock shall rank junior to the
Series 1 Preferred Stock, par value $0.01 per share, of the Company (the "Series
1 Preferred Stock") with respect to the distribution of assets upon the
Company's voluntary or involuntary liquidation, dissolution or winding up; (ii)
on a parity with each class or series of capital stock of the Company issued by
the Company with terms specifically providing that such securities rank on a
parity with the Series A Preferred Stock with respect to the declaration and
payment of dividends and the distribution of assets upon the Company's voluntary
or involuntary liquidation, dissolution or winding up; (iii) junior to each
class or series of capital stock of the Company issued by the Company with terms
specifically providing that such securities rank senior to the Series A
Preferred Stock with respect to the declaration and payment of dividends and the
distribution of assets upon the Company's voluntary or involuntary liquidation,
dissolution or winding up, none of which exists on the original effective date
of this Certificate of Designation except the Series 1 Preferred Stock, which
ranks junior to the Series A Preferred Stock with respect to the payment of
dividends and senior to the Series A Preferred Stock with respect to the
distribution of assets upon the Company's voluntary or involuntary liquidation,
dissolution or winding up; and (iv) effectively junior to all the Company's
existing and future indebtedness (including indebtedness convertible into Common
Stock or Preferred Stock) and to the indebtedness and other liabilities of (as
well as any preferred equity interests held by others in) the Company's existing
or future subsidiaries.
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Holders of Series A Preferred Stock, when and as authorized by the Company's
Board of Directors, are entitled to cumulative cash dividends at the rate of
8.875% of the $25,000.00 ($25.00 per Depositary Share) liquidation preference
per year (equivalent to $2,218.75 per share per year or $2.21875 per Depositary
Share per year). Dividends will be payable quarterly in arrears, on or about the
15th of January, April, July and October, beginning on or about October 15,
2021.
On and after July 2, 2026, the shares of Series A Preferred Stock will be
redeemable at the Company's option, in whole or in part, at a redemption price
equal to $25,000.00 per share ($25.00 per Depositary Share), plus any accrued
and unpaid dividends. Furthermore, upon a change of control or delisting event
(each as defined in the Certificate of Designation), the Company will have a
special option to redeem the Series A Preferred Stock at $25,000.00 per share
($25.00 per Depositary Share), plus any accrued and unpaid dividends.
The foregoing description does not purport to be a complete description and is
qualified in its entirety by reference to the Certificate of Designation, which
is filed herewith as Exhibit 3.1 and incorporated by reference into this Item
3.03. The terms of the Depositary Shares will be set forth in a Deposit
Agreement dated effective as of July 2, 2021, by and among the Company,
Continental Stock Transfer & Trust Company, as depositary, and the holders of
the depositary receipts issued thereunder (the "Deposit Agreement"). The Deposit
Agreement is filed as Exhibit 4.1 hereto.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information about the Certificate of Designation set forth under Item 3.03
of this Current Report on Form 8-K is hereby incorporated by reference into this
Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of June 29, 2021, by and among the
Company and B. Riley Securities, Inc., as representative of the several
underwriters named therein.
3.1 Certificate of Designation of 8.875% Series A Cumulative Perpetual
Preferred Stock of Cadiz Inc.
4.1 Deposit Agreement, dated effective as of July 2, 2021, by and among
the Company, Continental Stock Transfer & Trust Company, as depositary,
and the holders of the depositary receipts issued thereunder.
5.1 Opinion of Greenberg Traurig, LLP
23.1 Consent of Greenberg Traurig, LLP to the filing of Exhibit 5.1
herewith (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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