CDZI Cadiz Inc

 

The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (Registration Statement No. 333-271807) (the “Registration Statement”), which was declared effective by the Commission as of May 19, 2023, for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by the selling stockholders identified in the Registration Statement of up to 3,971,870 shares of the Company’s common stock, par value $0.01 per share (the “Conversion Shares”), which may be acquired by the selling stockholders upon conversion of up to $15 million of outstanding principal and any accrued and unpaid interest (collectively, the “Convertible Loan”) under the Credit Agreement dated July 2, 2021, as amended on February 2, 2023, among the Company and Cadiz Real Estate LLC as borrowers, BRF Finance Co., LLC and the other lenders from time to time party thereto, and B.  Riley Securities, Inc., as agent (the “Credit Agreement”), as further described in the Registration Statement. Pursuant to the Credit Agreement, the Company may not effect any conversion of the Convertible Loan, and the lenders, who are the selling stockholders, will not be entitled to request any conversion of the Convertible Loan, until the Company has received stockholder approval of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock. The Company has obtained such stockholder approval at its 2023 Annual Meeting of Stockholders. In connection with this, the Company is filing as Exhibit 5.1 hereto an opinion of counsel with respect to the Conversion Shares. Such opinion is incorporated by reference into the  Registration Statement.