Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 4, 2024, Cadiz Inc. (the "Company") entered into a placement agent agreement (the "Placement Agent Agreement") with B. Riley Securities, Inc., as placement agent (the "Placement Agent"), in connection with the Company's offer and sale of 7,000,000 shares of its common stock, par value $0.01 per share (the "Shares"), to certain institutional investors in a registered direct offering. The Company's largest equity shareholder, Heerema International Group Services SA ("Heerema"), participated in the offering maintaining ownership of approximately 34% of the Company's common stock. The Shares will be sold at a purchase price of $3.34 per share, for an aggregate purchase price of $23.38 million. The Company is expected to receive net proceeds of approximately $21.9 million after deducting placement agent fees and transaction expenses The offering is expected to close on or about November 5, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the proceeds to advance development of its water supply and groundwater banking project which may include acquisition of equipment and materials intended to be used in construction of facilities related to its northern and/or southern pipeline projects which the Company expects to begin in 2025. Net proceeds from the offering may also be used for the equipment and materials related to wellfield infrastructure on land owned by it and its subsidiaries, business development activities, other capital expenditures, working capital, the expansion of the business and acquisitions, and general corporate purposes.

The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agent Agreement, each of the Company's directors and officers and Heerema have entered into "lock-up" agreements with the Placement Agent that generally prohibit, without the prior written consent of the Placement Agent, the sale, transfer or other disposition of securities of the Company for a period of 90 days.

The foregoing description of the material terms of the Placement Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Placement Agent Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The representations, warranties and covenants contained in the Placement Agent Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Placement Agent Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Placement Agent Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Placement Agent Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission (the "SEC").

The offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-281507) initially filed with the SEC on August 13, 2024 and declared effective on August 22, 2024, and a prospectus supplement thereunder (the "Prospectus Supplement").