form8k_10-09.htm
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):
October
23, 2009
Cadiz
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
0-12114
|
77-0313235
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
550
South Hope Street, Suite 2850, Los Angeles, California
|
90071
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (213) 271-1600
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:
[ ] 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))
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
October 23, 2009, the Company completed a private placement (the “Placement”) of
200,000 Units at the price of $31.50 per Unit for proceeds of $6,300,000. As the
Company has no payment obligation on its credit facility before 2013, the
proceeds of the Placement will allow the Company to continue to fund its
development activities at optimum levels, while minimizing its dilutive effect
on existing shareholders.
Each Unit
consists of three (3) shares of the Company’s common stock and one (1) common
stock purchase warrant. The Warrant entitles the holder to purchase, commencing
90 days from the date of issuance, one (1) share of Common Stock at an exercise
price of $15 per share. This Warrant has a term expiring October 30, 2012, but
is callable by the Company commencing November 1, 2010 if the closing market
price of the Company's Common Stock exceeds $22.50 for 10 consecutive trading
days.
Upon the
issuance of the 600,000 shares immediately issuable in the placement, the
Company will have a total of 13,259,548 shares of common stock
outstanding.
The
issuance of securities in the Placement was not registered under the Securities
Act of 1933, as amended (the "Securities Act"), but was exempt from the
registration requirements of the Securities Act by virtue of Section 4(2) of the
Securities Act as the transactions did not involve public offerings, the number
of investors was limited, the investors were provided with information about us,
and the Company placed restrictions on the resale of the
securities.
Source:
CADIZ
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.
Cadiz
Inc.
| By: |
/s/ Timothy J.
Shaheen |
| |
Timothy J.
Shaheen |
| |
Chief Financial
Officer |
Dated: October
26, 2009