united states
Securities and Exchange Commission
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Cadiz Inc.
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(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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77-0313235
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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550 S. Hope Street, Suite 2850
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (231) 271-1600
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CDZI
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The NASDAQ Global Market
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement
On
July 31, 2019, SoCal Hemp JV LLC, a Delaware limited liability company in which
the Company holds a 50% beneficial interest (the
"JV"), entered into a lease agreement (the
"Agreement") with
the Company whereby the JV will cultivate industrial hemp on up to 9.600 acres at
the Company's agricultural property in eastern San Bernardino County, California (the
"Cadiz Ranch"). Under the terms of the Agreement, the JV will initially lease 1,280 acres at the Cadiz Ranch and will also hold options to lease up to 8,320 additional acres by 2022.
The Agreement will have an initial term of five years and the JV will have the option to extend the term for three successive periods of five years each.
In consideration for the lease arrangement, the JV will provide
the Company an annual rental payment equal to $500 per acre of leased property, subject to periodic CPI adjustment.
The Company will be required to provide the JV with infrastructure reasonably necessary for the cultivation of hemp on the leased property, and will provide a water supply at cost.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by the full terms and conditions of the Agreement filed as an exhibit to this Current Report on Form 8-K and which is
incorporated herein by reference.
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CADIZ INC.
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Chief Financial Officer
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