Item 1.01. Entry into a Material Definitive Agreement.
Conversion and Exchange Agreements
As previously disclosed in the Form 8-K filed with the
On
The Company also entered into a Registration Rights Agreement with the holders of the Preferred Shares with respect to the Preferred Shares and the shares of our Common Stock issuable upon conversion of the Preferred Shares.
Waiver and Amendment No. 1 to Credit Agreement
On
? The Borrowers have the option to extend the maturity date of the loan for a
period of twelve (12) months, upon payment of an extension option fee. If the
Borrowers exercise their right to extend the maturity date of the Credit
Agreement, then the Applicable Cash Rate (as defined in the Credit Agreement)
will automatically increase on a quarterly basis by one-half of a percentage
point (0.500%) per annum, and the Applicable PIK Rate (as defined in the Credit
Agreement) will automatically increase on a quarterly basis by one percentage
point (1.000%) per annum.
? The applicable prepayment premium was increased to 5.00% of the accreted value
of the secured term loans under the Credit Agreement, provided, that (i) the
applicable prepayment premium will increase to 7.00% of the accreted value of
the secured term loans under the Credit Agreement if the obligations under the
Credit Agreement are not paid on or prior to
applicable prepayment premium will increase to 10.00% of the accreted value of
the secured term loans under the Credit Agreement if the Borrowers exercise
their right to extend the maturity date of the Credit Agreement.
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Amendment No. 1 to Warrants
On
? The Exercise Price (as defined in the Warrant) was decreased to
share. If the Borrowers exercise their right to extend the Maturity Date of the
Credit Agreement, the Exercise Price will automatically decrease to
share.
? The Expiration Date (as defined in the Warrant) will automatically be extended
by twelve (12) months, in the event that the Borrowers exercise their right to
extend the Maturity Date of the Credit Agreement.
The foregoing descriptions of the Exchange Agreements, the Credit Agreement . . .
Item 3.02. Unregistered Sales of
To the extent required, the information included in Item 1.01 and Item 5.03 of this Current Report are hereby incorporated by reference into this Item 3.02. The Preferred Shares were issued in reliance on Section 4(a)(2) and/or Section 3(a)(9) under the Securities Act of 1933, as amended.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required, the information included in Item 1.01 and Item 5.03 of this Current Report are hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendment to Certificate of Incorporation; Change in Fiscal Year.
On
The following is a description of the Series 1 Preferred Stock:
Ranking and Liquidation. Prior to
Conversion. Each Preferred Share is convertible at any time at the option of the holder into 405.05 shares of our Common Stock (the "Conversion Rate"), provided that the holder will be prohibited from converting Preferred Shares into shares of our Common Stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our Common Stock then issued and outstanding after giving effect to such conversion. On the Mandatory Conversion Date, each Preferred Share will automatically convert into shares of our Common Stock at the Conversion Rate then in effect; provided, that the Preferred Shares will not automatically convert shares of our Common Stock to the extent that, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our Common Stock then issued and outstanding after giving effect to such conversion. Any Preferred Shares that remain outstanding after the Mandatory Conversion Date as a result of such limitations will be convertible at any time thereafter, at the option of the holder, subject to the beneficial ownership limitations in the Certificate of Designation of Series 1 Preferred Stock of the Company.
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Voting Rights. Prior to the Mandatory Conversion Date, except as provided by applicable law, each Preferred Share will be entitled to 301.98 votes (the "Voting Rate") on all matters on which stockholders are generally entitled to vote (provided that no holder of Preferred Shares will be entitled to such number of votes in excess of such holder's beneficial ownership limitation). Additionally, prior to the Mandatory Conversion Date, the vote or written consent of holders of a majority of the outstanding Preferred Shares, voting separately as a single class, will be required for certain amendments to our certificate of incorporation, to incur certain indebtedness other than permitted indebtedness, to enter into certain affiliate transactions, to issue additional Preferred Shares and to issue any capital stock senior or having parity in preference to the Preferred Shares, other than preferred shares that may be issued in one or more financing transactions as an alternative to the Company incurring permitted indebtedness. After the Mandatory Conversion Date, the Preferred Shares will have no voting rights, except as required by applicable law.
Dividends. Prior to the Mandatory Conversion Date, the holders of Preferred Shares will not be entitled to participate in any dividends or distributions. After the Mandatory Conversion Date, subject to the applicable law and the rights of the holders of any outstanding series of our preferred stock, Preferred Shares will rank pari passu on an as-converted to common stock basis with all of our Common Stock as to dividends and distributions. However, holders of Preferred Shares will not be entitled to participate in dividends consisting of shares of our Common Stock or other securities convertible into or exercisable for shares of our Common Stock to the extent that, as a result of such dividend, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our Common Stock then issued and outstanding after giving effect to such dividend.
Anti-Dilution. The Conversion Rate and the Voting Rate are subject to proportionate adjustment upon the issuance by the Company of stock dividends, stock splits, and similar proportionately applied changes affecting the Company's outstanding Preferred Shares.
Redemption. At any time after
Rights as a Stockholder.Except as otherwise provided in the Certificate of Designation of Series 1 Preferred Stock, or by virtue of such holder's ownership of shares of our Common Stock, the holders of Preferred Shares do not have the rights or privileges of holders of shares of our Common Stock, until they convert their Preferred Shares.
Amendments. Certain terms of the Series 1 Preferred Stock may be amended or modified with the vote or written consent of the holders of a majority of the then-outstanding Preferred Shares.
The foregoing description of the Series 1 Preferred Stock is qualified in its entirety by reference to the full text of the Certificate of Designation of the Series 1 Preferred Stock, which is filed as Exhibit 3.1 to this Current Report and are incorporated by reference herein.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series 1 Preferred Stock ofCadiz Inc. 10.1 Conversion and Exchange Agreement, datedMarch 5, 2020 , by and betweenCadiz Inc. andLC Capital Master Fund, Ltd. 10.2 Conversion and Exchange Agreement, datedMarch 5, 2020 , by and betweenCadiz Inc. andElkhorn Partners Limited Partnership 10.3 Registration Rights Agreement, datedMarch 5, 2020 , by and amongCadiz Inc. and the other parties thereto 10.4 Waiver and Amendment No. 1 to Credit Agreement, dated as ofMarch 5, 2020 , by and amongCadiz Inc. ,Cadiz Real Estate LLC , theRequired Lenders andWells Fargo Bank, National Association , as administrative agent 10.5 Amendment No. 1 to Warrant, dated as ofMarch 5, 2020 , by and betweenCadiz Inc. and other party thereto 99.1 Press Release datedMarch 9, 2020 4
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