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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/21 Cadiz Inc. 10-K 12/31/20 77:5.9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 714K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 29K
3: EX-10.41 Material Contract HTML 35K
4: EX-21.1 Subsidiaries List HTML 20K
5: EX-23.1 Consent of Expert or Counsel HTML 20K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 21K
16: R1 Document And Entity Information HTML 81K
17: R2 Consolidated Statements of Operations and HTML 72K
Comprehensive Loss
18: R3 Consolidated Balance Sheets HTML 102K
19: R4 Consolidated Balance Sheets (Parentheticals) HTML 37K
20: R5 Consolidated Statements of Cash Flows HTML 96K
21: R6 Consolidated Statements of Stockholders' Deficit HTML 87K
22: R7 Note 1 - Description of Business HTML 27K
23: R8 Note 2 - Summary of Significant Accounting HTML 66K
Policies
24: R9 Note 3 - Property, Plant, Equipment and Water HTML 37K
Programs
25: R10 Note 4 - Other Assets HTML 30K
26: R11 Note 5 - Accrued Liabilities HTML 33K
27: R12 Note 6 - Long-term Debt HTML 53K
28: R13 Note 7 - Income Taxes HTML 52K
29: R14 Note 8 - Common Stock and Preferred Stock HTML 29K
30: R15 Note 9 - Stock-based Compensation Plans and HTML 90K
Warrants
31: R16 Note 10 - Segment Information HTML 28K
32: R17 Note 11 - Commitments and Contingencies HTML 29K
33: R18 Note 12 - Leases HTML 42K
34: R19 Note 13 - Fair Value Measurements HTML 41K
35: R20 Note 14 - Subsequent Events HTML 25K
36: R21 Significant Accounting Policies (Policies) HTML 100K
37: R22 Note 2 - Summary of Significant Accounting HTML 31K
Policies (Tables)
38: R23 Note 3 - Property, Plant, Equipment and Water HTML 35K
Programs (Tables)
39: R24 Note 4 - Other Assets (Tables) HTML 28K
40: R25 Note 5 - Accrued Liabilities (Tables) HTML 31K
41: R26 Note 6 - Long-term Debt (Tables) HTML 42K
42: R27 Note 7 - Income Taxes (Tables) HTML 47K
43: R28 Note 9 - Stock-based Compensation Plans and HTML 82K
Warrants (Tables)
44: R29 Note 12 - Leases (Tables) HTML 37K
45: R30 Note 13 - Fair Value Measurements (Tables) HTML 40K
46: R31 Note 1 - Description of Business (Details Textual) HTML 26K
47: R32 Note 2 - Summary of Significant Accounting HTML 158K
Policies (Details Textual)
48: R33 Note 2 - Summary of Significant Accounting HTML 29K
Policies - Components of Cash, Cash Equivalents
and Restricted Cash (Details)
49: R34 Note 3 - Property, Plant, Equipment and Water HTML 41K
Programs - Property, Plant, Equipment and Water
Programs (Details)
50: R35 Note 4 - Other Assets (Details Textual) HTML 28K
51: R36 Note 4 - Other Assets - Other Assets (Details) HTML 27K
52: R37 Note 5 - Accrued Liabilities - Accrued Liabilities HTML 36K
(Details)
53: R38 Note 6 - Long-term Debt (Details Textual) HTML 89K
54: R39 Note 6 - Long-term Debt - Carrying Amount of the HTML 39K
Company's Outstanding Debt (Details)
55: R40 Note 6 - Long-term Debt - Carrying Amount of the HTML 25K
Company's Outstanding Debt (Details)
(Parentheticals)
56: R41 Note 6 - Long-term Debt - Annual Maturities of HTML 36K
Long-term Debt Outstanding (Details)
57: R42 Note 7 - Income Taxes (Details Textual) HTML 40K
58: R43 Note 7 - Income Taxes - Deferred Taxes (Details) HTML 38K
59: R44 Note 7 - Income Taxes - Reconciliation of the HTML 35K
Income Tax Benefit to the Statutory Federal Income
Tax Rate (Details)
60: R45 Note 8 - Common Stock and Preferred Stock (Details HTML 59K
Textual)
61: R46 Note 9 - Stock-based Compensation Plans and HTML 85K
Warrants (Details Textual)
62: R47 Note 9 - Stock-based Compensation Plans and HTML 60K
Warrants - Summary of Stock Option Activity
(Details)
63: R48 Note 9 - Stock-based Compensation Plans and HTML 41K
Warrants - Nonvested Stock Option Activity
(Details)
64: R49 Note 10 - Segment Information (Details Textual) HTML 22K
65: R50 Note 11 - Commitments and Contingencies (Details HTML 47K
Textual)
66: R51 Note 12 - Leases (Details Textual) HTML 61K
67: R52 Note 12 - Leases - Balance Sheet Information HTML 31K
(Details)
68: R53 Note 12 - Leases - Future Minimum Lease Payments HTML 33K
(Details)
69: R54 Note 12 - Leases - Lease Information (Details) HTML 24K
70: R55 Note 13 - Fair Value Measurements (Details HTML 33K
Textual)
71: R56 Note 13 - Fair Value Measurements - Fair Value of HTML 32K
Liabilities on a Recurring Basis (Details)
72: R57 Note 13 - Fair Value Measurements - Reconciliation HTML 33K
of Level 3 Activity (Details)
73: R58 Note 14 - Subsequent Events (Details Textual) HTML 41K
75: XML IDEA XML File -- Filing Summary XML 135K
15: XML XBRL Instance -- cdzi20201231_10k_htm XML 1.12M
74: EXCEL IDEA Workbook of Financial Reports XLSX 73K
11: EX-101.CAL XBRL Calculations -- cdzi-20201231_cal XML 143K
12: EX-101.DEF XBRL Definitions -- cdzi-20201231_def XML 1.30M
13: EX-101.LAB XBRL Labels -- cdzi-20201231_lab XML 985K
14: EX-101.PRE XBRL Presentations -- cdzi-20201231_pre XML 1.30M
10: EX-101.SCH XBRL Schema -- cdzi-20201231 XSD 172K
76: JSON XBRL Instance as JSON Data -- MetaLinks 327± 522K
77: ZIP XBRL Zipped Folder -- 0001437749-21-007331-xbrl Zip 195K
EXHIBIT 4.3
AMENDMENT NO. 2
TO
WARRANT
This AMENDMENT NO. 2 TO WARRANT (this “Amendment”) is entered into as of March 24, 2021, by and among Cadiz Inc., a Delaware corporation (the “Company”), and Apollo Special Situations Fund, L.P. (“Investor”), with reference to the following:
A. The Company and Investor are parties to that certain Credit Agreement, dated as of May 1, 2017 (as amended by the Waiver and Amendment No. 1 to Credit Agreement dated as of March 4, 2020, Amendment No. 2 to Credit Agreement dated as of the date hereof and as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the other borrowers party thereto, Investor, as a lender, the other lenders party thereto from time to time, and Wells Fargo Bank, National Association as agent.
B. In connection with the Credit Agreement, the Company issued to Investor that certain Warrant to Purchase 357,500 Shares (Subject to Adjustment) of Common Stock of the Company, on May 25, 2017 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Warrant”). Capitalized terms used but not defined in this Amendment No. 2 have the meanings ascribed to them in the Warrant.
C. Pursuant to the Letter Agreement, dated as of November 8, 2017, by and between the Company and Investor, the number of shares underlying the Warrant was increased to 362,500 (subject to adjustment as set forth in the Warrant).
D. On the date hereof, the Company and Investor intend to enter into Amendment No. 2 to Credit Agreement to amend the Credit Agreement on the terms and conditions set forth therein.
E. In connection with Amendment No. 2 to Credit Agreement, the Company and Investor also desire to amend the Warrant on the terms and conditions set forth herein. Investor is the only holder of outstanding Warrants as of the date hereof and constitutes the “Required Holders” under the Warrants.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, Investor and the Company agree as follows:
|
1. |
Recitals. Each of the foregoing recitals is incorporated herein as if fully set forth herein. |
|
2. |
Amendments to Warrant. The Warrant is hereby amended as follows: |
|
a. |
Section 1 of the Warrant is hereby amended by amending and restating the definition of “Exercise Price” in its entirety as follows: |
““Exercise Price” means, in respect of a share of Warrant Stock at any date herein specified, $0.01 per share.”
|
b. |
Section 4.13 of the Warrant is hereby amended and restated in its entirety as follows: |
“4.13 Exercise Price. At no time shall the Exercise Price per share of Warrant Stock exceed $0.01 per share; provided, that in no event shall the Exercise Price be adjusted to equal less than $0.01 per share. The Company will not increase the stated or par value per share, if any, of the Common Stock above the Exercise Price per share in effect immediately prior to such increase in stated or par value.”
|
c. |
Article 4 of the Warrant is hereby amended by deleting (i) Sections 4.1, 4.2 and 4.3 and 4.10 in their entirety and replacing each with “[Reserved]” and (ii) Section 4.17 in its entirety, and all references in the Warrant to such Sections shall be disregarded and of no force or effect. |
|
3. |
Ratifications. Except as expressly amended or waived hereby, the terms and provisions of the Warrant remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. This Amendment shall be considered one of the Loan Documents and any reference to “Loan Documents” contained in the Credit Agreement or any document, instrument or agreement executed in connection with the Credit Agreement shall be deemed to include this Amendment. |
|
4. |
Miscellaneous Provisions. Section 11 of the Warrant is hereby incorporated by reference herein, mutatis mutandis. |
[The remainder of the page is intentionally left blank]
IN WITNESS WHEREOF, the Company and Investor have caused this Amendment to be duly executed as of the date first written above.
|
COMPANY:
CADIZ INC.
By: /s/ Stanley E. Speer Name: Stanley E. Speer Title: Chief Financial Officer |
IN WITNESS WHEREOF, the Company and Investor have caused this Amendment to be duly executed as of the date first written above.
|
INVESTOR:
APOLLO SPECIAL SITUATIONS FUND, L.P.
By: Apollo Special Situations Advisors, L.P., its general partner
By: Apollo Special Situations Advisors, GP, LLC, its general partner
By: /s/ James Elworth Name: James Elworth Title: Vice President |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/21 | 8-K | ||
| 3/24/21 | 3, 8-K | |||
| For Period end: | 12/31/20 | |||
| 3/4/20 | ||||
| 11/8/17 | 10-Q | |||
| 5/25/17 | ||||
| 5/1/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/24 Cadiz Inc. 424B5 1:352K EdgarAgents LLC/FA 5/10/23 Cadiz Inc. S-3 6:2.5M EdgarAgents LLC/FA 2/01/23 Cadiz Inc. 424B5 1:388K EdgarAgents LLC/FA 11/10/22 Cadiz Inc. 424B5 1:360K EdgarAgents LLC/FA 3/22/22 Cadiz Inc. 424B5 1:395K EdgarAgents LLC/FA 7/07/21 Cadiz Inc. 424B5 1:562K EdgarAgents LLC/FA 7/02/21 Cadiz Inc. 8-A12B 1:21K EdgarAgents LLC/FA 7/01/21 Cadiz Inc. 424B5 1:697K EdgarAgents LLC/FA 6/28/21 Cadiz Inc. 424B5 1:700K EdgarAgents LLC/FA 6/17/21 Cadiz Inc. S-3 5:981K EdgarAgents LLC/FA 6/04/21 Cadiz Inc. 424B5 1:269K EdgarAgents LLC/FA 5/17/21 Cadiz Inc. 10-Q 3/31/21 48:3M RDG Filings/FA |