6 7 Limitations on the Company's liquidity and ability to raise capital may adversely affect it. Sufficient liquidity is critical to meet the Company's resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, w ...

united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (I ...

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the Three Months Ended March 31, | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------------------|-------|----------------|------------|-------------|-------|-------|-------|-------|----------|-------|---------| | except per | | share data) | | | | | | | 2023 | | 2022 | | | | | | | | | | $ | 130 | $ | 142 | | | | | | | | | | | | | | | expenses: | | | | | | | | | | | | | and | | administrative ...

united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) DELAWARE 77-0313235 (State or other jurisdiction of (I.R.S. Employer ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents Cadiz Inc.'s unaudited condensed consolidated financial statements, including statements of operations and comprehensive loss, balance sheets, cash flows, and stockholders' equity, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items for the periods ended September 30, 2022, and December 31, 2021 [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended September 30 | Metric ($ in thousands, except per share data) | 2022 | 2021 | |:-----------------------------------------------|:--------|:--------| | Total revenues | $599 | $142 | | Total costs and expenses | 5,043 | 4,309 | | Operating loss | (4,444) | (4,167) | | Interest expense, net | (2,097) | (2,000) | | Loss on extinguishment of debt | - | (1,399) | | Loss before income taxes | (6,541) | (7,566) | | Net loss and comprehensive loss | $(6,545) | $(7,839) | | Net loss and comprehensive loss applicable to common stock | $(7,810) | $(9,288) | | Basic and diluted net loss per common share | $(0.15) | $(0.22) | | Basic and diluted weighted average shares outstanding | 50,793 | 41,855 | Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Nine Months Ended September 30 | Metric ($ in thousands, except per share data) | 2022 | 2021 | |:-----------------------------------------------|:----------|:----------| | Total revenues | $927 | $422 | | Total costs and expenses | 12,547 | 14,123 | | Operating loss | (11,620) | (13,701) | | Interest expense, net | (6,144) | (9,400) | | Loss on extinguishment of debt | - | (1,399) | | Loss before income taxes | (17,764) | (24,500) | | Net loss and comprehensive loss | $(17,940) | $(25,345) | | Net loss and comprehensive loss applicable to common stock | $(21,758) | $(26,794) | | Basic and diluted net loss per common share | $(0.45) | $(0.68) | | Basic and diluted weighted average shares outstanding | 48,689 | 39,611 | [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (Unaudited) | Metric ($ in thousands, except per share data) | September 30, 2022 | December 31, 2021 | |:-----------------------------------------------|:-------------------|:------------------| | **ASSETS** | | | | Cash and cash equivalents | $6,957 | $10,965 | | Total current assets | 9,917 | 13,214 | | Property, plant, equipment and water programs, net | 80,771 | 78,890 | | Total assets | $104,122 | $112,493 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | 2,782 | 2,513 | | Long-term debt, net | 48,353 | 46,477 | | Total liabilities | 72,183 | 71,884 | | Total stockholders' equity | 31,939 | 40,609 | | Total liabilities and stockholders' equity | $104,122 | $112,493 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30 | Metric ($ in thousands) | 2022 | 2021 | |:----------------------------------------------|:----------|:----------| | Net cash used in operating activities | $(13,374) | $(9,643) | | Net cash used in investing activities | $(2,533) | $(21,529) | | Net cash provided by financing activities | $8,058 | $52,663 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(7,849) | $21,491 | | Cash, cash equivalents and restricted cash, beginning of period | 19,856 | 7,424 | | Cash, cash equivalents and restricted cash, end of period | $12,007 | $28,915 | [Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit)](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity%20%28Deficit%29) Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - For the three and nine months ended September 30, 2022 | Metric ($ in thousands, except share data) | Common Shares | Stock Amount | Preferred Shares | Stock Amount | 8.875% Series A Cumulative Perpetual Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | |:-------------------------------------------|:--------------|:-------------|:-----------------|:-------------|:------------------------------------------------------------|:---------------------------|:--------------------|:---------------------------| | Balance as of December 31, 2021 | 43,656,169 | $435 | 329 | $1 | $1 | $613,572 | $(573,400) | $40,609 | | Stock-based compensation expense | 236,995 | $2 | - | - | - | $431 | - | $433 | | Issuance of shares pursuant to direct offerings | 6,857,140 | $69 | - | - | - | $11,672 | - | $11,741 | | Dividends declared on 8.875% series A cumulative perpetual preferred shares | - | - | - | - | - | - | $(1,265) | $(1,265) | | Net loss and comprehensive loss | - | - | - | - | - | - | $(5,912) | $(5,912) | | Balance as of September 30, 2022 | 50,793,567 | $506 | 329 | $1 | $1 | $626,589 | $(595,158) | $31,939 | Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - For the three and nine months ended September 30, 2021 | Metric ($ in thousands, except share data) | Common Shares | Stock Amount | Preferred Shares | Stock Amount | 8.875% Series A Cumulative Perpetual Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | |:-------------------------------------------|:--------------|:-------------|:-----------------|:-------------|:------------------------------------------------------------|:---------------------------|:--------------------|:---------------------------| | Balance as of December 31, 2020 | 36,902,361 | $368 | 7,531 | - | - | $513,744 | $(539,414) | $(25,301) | | Stock-based compensation expense | 72,229 | $1 | - | - | - | $147 | - | $148 | | Issuance of shares pursuant to ATM offerings | 1,368,362 | $13 | - | - | - | $14,853 | - | $14,866 | | Net loss and comprehensive loss | - | - | - | - | - | - | $(5,944) | $(5,944) | | Balance as of September 30, 2021 | 42,508,398 | $424 | 3,156 | - | - | $612,902 | $(566,208) | $47,119 | [Unaudited Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Unaudited%20Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 – BASIS OF PRESENTATION](index=10&type=section&id=NOTE%201%20%E2%80%93%20BASIS%20OF%20PRESENTATION) This note outlines the basis for preparing the unaudited condensed consolidated financial statements, affirming compliance with GAAP and the inclusion of normal recurring adjustments. It also addresses the Company's liquidity, going concern assumption, and the impact of recent financing activities, including common stock offerings and a preferred stock offering, on its cash position and ability to fund operations and project development - The Company incurred a net loss of **$17.9 million** for the nine months ended September 30, 2022, an improvement from **$25.3 million** in the prior year, primarily due to lower compensation costs and interest expense in 2022[24](index=24&type=chunk) - Working capital stood at **$7.1 million** as of September 30, 2022, with **$13.4 million** cash used in operations for the nine-month period[24](index=24&type=chunk) - The Company completed a registered direct offering on March 23, 2022, raising approximately **$11.7 million** in net proceeds for working capital and general corporate purposes[31](index=31&type=chunk) - A subsequent offering on November 14, 2022, generated approximately **$9.85 million** in net proceeds, earmarked for capital expenditures to accelerate the Water Project, working capital, and additional water resource development[32](index=32&type=chunk) Cash, Cash Equivalents and Restricted Cash (in thousands) | Category | September 30, 2022 | December 31, 2021 | September 30, 2021 | |:------------------------------|:-------------------|:------------------|:-------------------| | Cash and Cash Equivalents | $6,957 | $10,965 | $18,575 | | Restricted Cash | 1,265 | 1,288 | 1,449 | | Long Term Restricted Cash | 3,785 | 7,603 | 8,891 | | Total Cash, Cash Equivalents and Restricted Cash | $12,007 | $19,856 | $28,915 | [NOTE 2 – LONG-TERM DEBT](index=13&type=section&id=NOTE%202%20%E2%80%93%20LONG-TERM%20DEBT) This note details the Company's $50 million senior secured credit agreement entered into on July 2, 2021, maturing on July 2, 2024, with quarterly interest payments at 7% per annum. It outlines repayment fees, mandatory prepayment conditions, negative covenants, and the Lenders' rights to convert outstanding principal and interest into Depositary Receipts at specified intervals - The Senior Secured Debt matures on **July 2, 2024**, with interest paid quarterly at **7% per annum**[44](index=44&type=chunk) - Repayment fees range from **2.0% to 6.0%** depending on the timing of prepayment[44](index=44&type=chunk) - Lenders have the right to convert outstanding principal and unpaid interest into Depositary Receipts at **$25.00 per share**, with conversion percentages increasing over time (up to **50% after 12 months**, **75% after 18 months**, and **100% after 24 months**)[47](index=47&type=chunk)[49](index=49&type=chunk) - In connection with the Senior Secured Debt, the Company issued two warrants (A Warrants and B Warrants), each for **500,000 shares** of common stock, with exercise prices of **$17.38** and **$21.72**, respectively[51](index=51&type=chunk) [NOTE 3 – STOCK-BASED COMPENSATION PLANS](index=14&type=section&id=NOTE%203%20%E2%80%93%20STOCK-BASED%20COMPENSATION%20PLANS) This note describes the Company's 2019 Equity Incentive Plan, which authorizes the grant of up to 2,700,000 shares and options to employees, directors, and consultants. It details the compensation structure for outside directors, various RSU grants with specific vesting conditions (including performance milestones and continued employment), and PSU grants tied to common stock price hurdles - The 2019 Equity Incentive Plan (2019 EIP) authorizes up to **2,700,000 shares** and options for employees, directors, and consultants[54](index=54&type=chunk) - As of September 30, 2022, **1,741,503 shares** and restricted stock units (RSUs) have been awarded under the 2019 EIP[57](index=57&type=chunk) - RSU grants include **510,000 RSUs** tied to milestones (e.g., refinancing completion, water supply agreements) and **315,000 RSUs** with time-based vesting in 2023. An additional **60,000 RSUs** granted in July 2022 vest in January 2024[58](index=58&type=chunk) - **450,000 performance stock units (PSUs)** were issued, vesting upon common stock achieving price hurdles (**$7, $9, $11, $13 per share**) not sooner than three years from grant date[60](index=60&type=chunk) Stock-Based Compensation Expense (in thousands) | Period | 2022 | 2021 | |:-------------------------------------|:------|:------| | Three months ended September 30 | $492 | $696 | | Nine months ended September 30 | $1,348 | $4,136 | [NOTE 4 – INCOME TAXES](index=16&type=section&id=NOTE%204%20%E2%80%93%20INCOME%20TAXES) This note details the Company's net operating loss (NOL) carryforwards, which amount to approximately $343 million for federal and $278 million for California state income tax purposes as of September 30, 2022. It notes that federal NOLs from tax years ending after December 31, 2017, carry forward indefinitely, but their use is subject to annual limitations due to prior ownership changes. The Company has recorded a full valuation allowance against its net deferred tax assets, indicating that it is more likely than not that these assets will not be realized - As of September 30, 2022, the Company had federal NOL carryforwards of approximately **$343 million** and California state NOL carryforwards of **$278 million**[64](index=64&type=chunk) - Federal NOLs from tax years ending after December 31, 2017, are allowed indefinitely, but their use is subject to annual limitations due to ownership changes[64](index=64&type=chunk) - The Company has recorded a full valuation allowance against its net deferred tax assets, as it is more likely than not that these assets will not be realized[67](index=67&type=chunk) [NOTE 5 – NET LOSS PER COMMON SHARE](index=16&type=section&id=NOTE%205%20%E2%80%93%20NET%20LOSS%20PER%20COMMON%20SHARE) This note explains the calculation of basic net loss per common share, which is derived by dividing the net loss by the weighted-average common shares outstanding. It clarifies that options, deferred stock units, convertible debt, convertible preferred shares, and warrants were excluded from the diluted EPS calculation because their inclusion would have been antidilutive - Basic net loss per common share is calculated by dividing net loss by weighted-average common shares outstanding[68](index=68&type=chunk) - Options, deferred stock units, convertible debt, convertible preferred shares, and warrants were excluded from diluted EPS calculation as they were antidilutive[68](index=68&type=chunk) - Had these instruments been included, fully diluted weighted average shares outstanding would have increased by approximately **2,033,000** and **3,462,000** for the three months ended September 30, 2022 and 2021, respectively; and **1,702,000** and **3,316,000** for the nine months ended September 30, 2022 and 2021, respectively[68](index=68&type=chunk) [NOTE 6 – LEASES & PROPERTY, PLANT, EQUIPMENT AND WATER PROGRAMS](index=17&type=section&id=NOTE%206%20%E2%80%93%20LEASES%20%26%20PROPERTY%2C%20PLANT%2C%20EQUIPMENT%20AND%20WATER%20PROGRAMS) This note details the Company's lease arrangements, including operating leases for corporate offices expiring in Q4 2022. It highlights the removal of $3.3 million in right-of-use assets and liabilities related to BLM rights-of-way due to a court ruling, with plans to reapply. The note also covers a 99-year agricultural lease agreement with Fenner Valley Farms LLC, generating $420,000 in annual rental income, and reports on construction in progress for alfalfa planting and increased depreciation expense - The Company removed **$3.3 million** of right-of-use assets and liabilities related to Bureau of Land Management (BLM) rights-of-way leases due to a September 2022 court ruling vacating them. The Company plans to reapply[71](index=71&type=chunk) - A **99-year lease agreement** with Fenner Valley Farms LLC for **2,100 acres** generates an expected annual rental income of **$420 thousand**[72](index=72&type=chunk) - During the nine months ended September 30, 2022, **$3.024 million** of construction in progress was placed into service, primarily for land development, irrigation systems, and alfalfa planting on **610 acres**[73](index=73&type=chunk) - Depreciation expense increased to **$473 thousand** for the nine months ended September 30, 2022, from **$313 thousand** in 2021, mainly due to new assets placed in service[73](index=73&type=chunk) [NOTE 7 – COMMON AND PREFERRED STOCK](index=17&type=section&id=NOTE%207%20%E2%80%93%20COMMON%20AND%20PREFERRED%20STOCK) This note details the Company's capital structure, including 50,793,567 common shares outstanding as of September 30, 2022, and an agreement to issue common stock to Brownstein Hyatt Farber Schreck LLP upon achievement of Water Project milestones. It also covers the Series 1 Preferred Stock, with 329 shares outstanding, and the Series A Preferred Stock, with 2,300 shares outstanding, outlining its dividend rights, ranking, voting limitations, redemption options, and conversion terms - As of September 30, 2022, the Company had **50,793,567 shares** of common stock issued and outstanding[74](index=74&type=chunk) - The Company has an agreement to issue **200,000 shares** of common stock to Brownstein Hyatt Farber Schreck LLP upon achievement of two Water Project milestones (signing binding agreements for >51% capacity and commencement of major facility construction)[75](index=75&type=chunk)[78](index=78&type=chunk) - As of September 30, 2022, **329 shares** of Series 1 Preferred Stock remain outstanding, with **9,671 shares** converted into **3,917,235 common shares**[80](index=80&type=chunk) - The Series A Preferred Stock (**2,300 shares** outstanding) pays cumulative cash dividends at **8.875%** of its **$25 thousand** liquidation preference per year, payable quarterly. Dividends are pre-funded through July 2023 in a segregated account[86](index=86&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk) - Series A Preferred Stock is redeemable at the Company's option on or after **July 2, 2026**, at **$25 thousand per share**, plus accrued dividends. Special redemption options exist upon change of control or delisting[89](index=89&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses the Company's commitments and contingencies, including the handling of hazardous materials in its agricultural operations, for which no pending claims exist. It also mentions $750,000 in deferred revenue from cost-sharing agreements for the Water Project's environmental analysis, which may be reimbursed or credited to participants. The Company is involved in various lawsuits in the ordinary course of business but is not aware of any expected to have a material adverse effect - The Company handles hazardous materials in its agricultural operations but has no pending claims[94](index=94&type=chunk) - **$750 thousand** in deferred revenue from cost-sharing agreements for the Water Project's environmental analysis is reflected on the balance sheet[95](index=95&type=chunk) - The Company is not aware of any pending or threatened litigation expected to have a material adverse effect on its business, financial condition, liquidity, or operating results[96](index=96&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=20&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note reports on two significant subsequent events in November 2022: the acquisition of ATEC Systems, a water filtration technology company, for up to $2.2 million to enhance potable water supplies from contaminated groundwater, and a registered direct offering of 5,000,000 common shares, generating approximately $9.85 million in net proceeds for Water Project development, working capital, and additional water resource development - In November 2022, the Company acquired ATEC Systems, a water filtration technology company, for up to **$2.2 million**, aiming to increase potable water supplies from contaminated groundwater[97](index=97&type=chunk) - On November 14, 2022, the Company completed a registered direct offering of **5,000,000 common shares** at **$2.00 per share**, yielding approximately **$9.85 million** in net proceeds[98](index=98&type=chunk) - The proceeds from the November 2022 offering are planned for capital expenditures to accelerate the Water Project, working capital, and development of additional water resources[98](index=98&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Cadiz Inc.'s financial condition and operational results, highlighting its focus as a water solutions company and agribusiness in California. It discusses the development of the Cadiz Valley Water Conservation and Storage Project, the role of its land and water assets, and the financial performance for the three and nine months ended September 30, 2022, compared to 2021, along with an outlook on liquidity and capital resources [Company Overview](index=21&type=section&id=Company%20Overview) - Cadiz Inc. is a water solutions company and agribusiness focused on sustainable water and farming projects in California, owning approximately **45,000 acres** of land with naturally-recharging groundwater resources[102](index=102&type=chunk)[103](index=103&type=chunk) - The Company's primary focus is the Cadiz Valley Water Conservation and Storage Project, designed to conserve groundwater and store imported water, making available an average of **50,000 acre-feet of water per year** for **50 years**[105](index=105&type=chunk)[108](index=108&type=chunk) - Cadiz owns a **220-mile Northern Pipeline** capable of conveying **25,000 acre-feet of water** in either direction and holds a **99-year lease** for a **43-mile Southern Pipeline** with a maximum capacity of **150,000 acre-feet per year**[109](index=109&type=chunk) - Agricultural operations are the principal source of revenue, though they do not fully support working capital needs[112](index=112&type=chunk) - In November 2022, Cadiz acquired ATEC Systems to enhance potable water supplies from contaminated groundwater, expanding water exchange and transfer capabilities[113](index=113&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) [Three Months Ended September 30, 2022, Compared to Three Months Ended September 30, 2021](index=23&type=section&id=Three%20Months%20Ended%20September%2030%2C%202022%2C%20Compared%20to%20Three%20Months%20Ended%20September%2030%2C%202021) For the three months ended September 30, 2022, Cadiz Inc. reported a reduced net loss of $6.5 million, down from $7.8 million in 2021, primarily due to lower stock-based compensation and interest expense. Revenues significantly increased to $599 thousand from $142 thousand, driven by agricultural leases and alfalfa crop harvest, while cost of sales rose to $1.2 million due to new alfalfa commercial production - Net loss decreased to **$6.5 million** in Q3 2022 from **$7.8 million** in Q3 2021, primarily due to lower stock-based non-cash bonus awards and interest expense in 2021[116](index=116&type=chunk) - Revenue increased significantly to **$599 thousand** in Q3 2022 from **$142 thousand** in Q3 2021, mainly from agricultural leases and alfalfa crop harvest[117](index=117&type=chunk) - Cost of sales was **$1.2 million** in Q3 2022 (vs. **$0** in Q3 2021) due to non-recurring start-up costs for alfalfa commercial production[118](index=118&type=chunk) - Stock-based compensation costs decreased to **$492 thousand** in Q3 2022 from **$696 thousand** in Q3 2021[120](index=120&type=chunk) Net Interest Expense (in thousands) - Three Months Ended September 30 | Component | 2022 | 2021 | |:--------------------------------|:------|:------| | Interest on outstanding debt | $1,480 | $1,461 | | Amortization of debt discount | 617 | 535 | | Amortization of deferred loan costs | - | 4 | | Total Net Interest Expense | $2,097 | $2,000 | [Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021](index=24&type=section&id=Nine%20Months%20Ended%20September%2030%2C%202022%2C%20Compared%20to%20Nine%20Months%20Ended%20September%2030%2C%202021) For the nine months ended September 30, 2022, Cadiz Inc. significantly reduced its net loss to $17.9 million from $25.3 million in 2021, primarily driven by lower stock-based compensation and interest expense. Revenues more than doubled to $927 thousand, mainly from agricultural leases and alfalfa harvest, while cost of sales emerged at $1.2 million due to new alfalfa production - Net loss decreased to **$17.9 million** for the nine months ended September 30, 2022, from **$25.3 million** in 2021, primarily due to lower stock-based non-cash bonus awards and interest expense in 2021[125](index=125&type=chunk) - Revenue increased to **$927 thousand** for the nine months ended September 30, 2022, from **$422 thousand** in 2021, mainly from agricultural leases and alfalfa crop harvest[126](index=126&type=chunk) - Cost of sales was **$1.2 million** for the nine months ended September 30, 2022 (vs. **$0** in 2021) due to non-recurring start-up costs for alfalfa commercial production[127](index=127&type=chunk) - Stock-based compensation costs decreased to **$1.3 million** for the nine months ended September 30, 2022, from **$4.1 million** in 2021[129](index=129&type=chunk) Net Interest Expense (in thousands) - Nine Months Ended September 30 | Component | 2022 | 2021 | |:----------------------------------------|:------|:------| | Interest on outstanding debt | $4,367 | $7,062 | | Unrealized (gains) losses on warrants, net | - | (573) | | Amortization of debt discount | 1,777 | 547 | | Amortization of deferred loan costs | - | 2,364 | | Total Net Interest Expense | $6,144 | $9,400 | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company relies on debt and equity financing to fund operations and development activities, as water resource and real estate development revenues are not yet significant[134](index=134&type=chunk) - In March 2022, a registered direct offering of common stock generated approximately **$11.7 million** in net proceeds for working capital and general corporate purposes[140](index=140&type=chunk) - In November 2022, another registered direct offering of common stock generated approximately **$9.85 million** in net proceeds, intended for Water Project capital expenditures, working capital, and additional water resource development[141](index=141&type=chunk) - Cash used in operating activities increased to **$13.4 million** for the nine months ended September 30, 2022, from **$9.6 million** in 2021, primarily for water development, legal expenses, and alfalfa commercial production[144](index=144&type=chunk) - Cash used in investing activities decreased significantly to **$2.5 million** in 2022 from **$21.5 million** in 2021, with 2022 primarily for alfalfa planting and 2021 including well development and pipeline testing[145](index=145&type=chunk) - Cash provided by financing activities decreased to **$8.1 million** in 2022 from **$52.7 million** in 2021, with proceeds primarily from stock issuances[147](index=147&type=chunk) [Outlook](index=27&type=section&id=Outlook) - Short-term working capital needs are met by approximately **$21.5 million** in net cash proceeds from March and November 2022 common stock offerings, combined with existing cash[148](index=148&type=chunk) - Long-term, additional capital will be required for working capital and capital expenditures, dependent on the progress of the Water Project and expansion of agricultural assets[149](index=149&type=chunk) - Future cash requirements may be met through equity or debt placements, asset sales, or operating cost reductions, with equity placements minimized to reduce dilution[150](index=150&type=chunk) [Recent Accounting Pronouncements](index=27&type=section&id=Recent%20Accounting%20Pronouncements) - The Company is assessing new FASB guidance on credit losses (effective after December 15, 2022) and expects no material impact on consolidated financial statements[40](index=40&type=chunk)[151](index=151&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Cadiz Inc. is exempt from providing quantitative and qualitative disclosures about market risk under SEC regulations - Cadiz Inc. is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[152](index=152&type=chunk) [ITEM 4. Controls and Procedures](index=28&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Cadiz Inc.'s disclosure controls and procedures as of September 30, 2022, ensuring timely and accurate communication of material information to management and the Board. It also states that no material changes in internal controls over financial reporting occurred during the last fiscal quarter - The Company's Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were effective as of September 30, 2022[155](index=155&type=chunk) - No material changes in internal controls over financial reporting occurred during the last fiscal quarter[156](index=156&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=29&type=section&id=ITEM%201.%20Legal%20Proceedings) This section provides an update on two lawsuits filed against the United States Department of the Interior (DOI) and Bureau of Land Management (BLM) concerning rights-of-way for the Northern Pipeline. The Court granted Interior's motion for voluntary remand, vacating the rights-of-way and returning them to the BLM. Cadiz Inc. plans to reapply and work with the BLM on additional environmental review - Two lawsuits were filed against the DOI and BLM regarding rights-of-way for the Northern Pipeline over BLM-managed lands[159](index=159&type=chunk) - The Court granted Interior's motion for voluntary remand, vacating the rights-of-way and returning them to the BLM[160](index=160&type=chunk) - Cadiz Inc. will reapply for the rights-of-way and collaborate with the BLM on any required additional environmental review[160](index=160&type=chunk) [ITEM 1A. Risk Factors](index=29&type=section&id=ITEM%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes to the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2021[161](index=161&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item is not applicable to the current report - Not applicable[162](index=162&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=29&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the current report - Not applicable[163](index=163&type=chunk) [ITEM 4. Mine Safety Disclosures](index=29&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the current report - Not applicable[164](index=164&type=chunk) [ITEM 5. Other Information](index=30&type=section&id=ITEM%205.%20Other%20Information) This item is not applicable to the current report - Not applicable[166](index=166&type=chunk) [ITEM 6. Exhibits](index=31&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed or incorporated by reference as part of this Quarterly Report on Form 10-Q, including certifications under the Sarbanes-Oxley Act and various Inline XBRL documents List of Exhibits | Exhibit | Description | Status | |:--------|:---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:-------| | 31.1 | Certification of Scott S. Slater, Chief Executive Officer of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed | | 31.2 | Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed | | 32.1 | Certification of Scott S. Slater, Chief Executive Officer of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed | | 32.2 | Certification of Stanley E. Speer, Chief Financial Officer and Secretary of Cadiz Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed | | 101.INS | Inline XBRL Instance Document | Filed | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | | 101.DEF | Inline XBRL Extension Definition Linkbase Document | Filed | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed |

united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (I ...

United States Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction of ( ...

united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (I.R.S. Employer ...

United States Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2021 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction ...

united states Securities and Exchange Commission Washington, D. C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from …… to ……. Commission File Number 0-12114 Cadiz Inc. (Exact name of registrant specified in its charter) Delaware 77-0313235 (State or other jurisdiction of (I ...