DATED MARCH 23, 2020, SUBJECT TO COMPLETION DATED NOVEMBER 16, 2018

CADIZ INC.

10,000 Shares of Series 1 Preferred Stock,Cadiz Inc.

7,662,638 Shares of Common StockDEBT SECURITIES

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COMMON STOCK


PREFERRED STOCK


WARRANTS


SUBSCRIPTION RIGHTS


UNITS

The selling securityholders identified in this prospectus and an accompanying prospectus supplement, we may offer from time to time offer and sell, in one or more offerings, up to $100,000,00010,000 shares of Series 1 Preferred Stock, or the “Preferred Shares,” up to 4,050,500 shares of our common stock issuable upon conversion of the Preferred Shares, or the “Preferred Conversion Shares,” 2,589,674 shares of our common stock, or the “Note Conversion Shares,” issued upon conversion of a portion of our 7.00% Convertible Senior Notes due 2020, or the “2020 Notes” and 1,022,464 additional shares of our common stock held by the selling securityholders, or the “Additional Common Shares.” We are contractually obligated to register the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares, which the selling securityholders may resell.

Each Preferred Share is convertible at any time at the option of the holder into 405.05 shares of our common stock, subject to adjustment and subject to beneficial ownership limitations. On March 5, 2025, each outstanding Preferred Share will automatically convert into shares of our common stock, subject to beneficial ownership limitations. Prior to March 5, 2025, each Preferred Share will be entitled to 301.98 votes (subject to adjustment) on all matters on which stockholders are generally entitled to vote (subject to such holder’s beneficial ownership limitation). After March 5, 2025, the Preferred Shares will have no voting rights, except as required by applicable law.

Prior to March 5, 2025, subject to exceptions, if we liquidate, dissolve or wind up, each Preferred Share will be entitled (1) to receive $2,734.09 per share (subject to adjustment) before any payment may be made to holders of our common stock or any outstanding series of our preferred stock junior in liquidation preference to the Preferred Shares and (2) to participate pro rata on an as-converted into common stock basis with all of our common stock in the distribution of any remaining proceeds from the liquidation, dissolution or winding up. After March 5, 2025, Preferred Shares will not receive any preference and will only be entitled to participate pro rata on an as-converted into common stock basis with all of our common stock in the distribution of any remaining proceeds. Prior to March 5, 2025, the holders of Preferred Shares will not be entitled to participate in any combination of debt securities,dividends or distributions. After March 5, 2025, Preferred Shares will rank pari passu on an as-converted to common stock preferredbasis with all of our common stock warrants, subscription rightsas to dividends and units.

We will provide you with more specific termsnot receive any of these securities in onethe proceeds from the resale of the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares or more supplementsthe Additional Common Shares. We have agreed to pay for the expenses of this prospectus.  You should readoffering.

The selling securityholders may sell the shares covered by this prospectus and the applicable prospectus supplement carefully before you invest.

The Preferred Shares are not listed on any securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis.  The supplements to this prospectus will provide the specific terms of the plan of distribution.  The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement.

We may amend or supplement this prospectus from time to time to update the disclosures set forth herein.

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Investing in theseour securities involves certain risks.  See "Risk Factors"a high degree of risk.  You should carefully read and consider the “Risk Factors” beginning on page 2.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Prospectus dated                       , 20182020

Vacancies. Section 223 of the Delaware General Corporation Law and our Bylaws provide that all vacancies, including newly created directorships, may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Anti-Takeover Effects of Delaware Law.We are subject to the informational requirements“business combination” provisions of Section 203 of Delaware law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to an interested stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. 

USE OF PROCEEDS

We will not receive any proceeds from the sale of any or all of the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares or the Additional Common Shares being offered by the selling securityholders under this prospectus.  

SELLING SECURITYHOLDERS

This prospectus covers the resale or other disposition of the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares, which we have agreed to register. Accordingly, we have filed with the Commission a registration statement, of which this prospectus is a part, for the resale of those shares.

We issued the Preferred Shares pursuant to Conversion and Exchange Agreements, dated March 5, 2020, between Cadiz Inc. and each of the selling securityholders, in exchange for the satisfaction of an outstanding aggregate amount payable of $27,381,000 under our 2020 Notes.

The Note Conversion Shares were issued to the selling securityholders in March 2020 upon conversion of a portion of the aggregate amount payable under our 2020 Notes, pursuant to the terms of the indenture, dated December 10, 2015, between us and The Bank of New York Mellon Trust Company, N.A., as Trustee.

The Additional Common Shares are beneficially owned by LC Capital Master Fund Ltd. or Mr. Lampe and were acquired in certain of our prior private placements from 2004 through 2009, or in open market transactions or other transactions.

None of the selling securityholders, except as noted in the table below, has held any position or office or had a material relationship with us other than under our previously existing corporate term debt, under the terms of the agreements pursuant to which the Preferred Shares were issued, or as a result of the ownership of our common stock.

We may amend or supplement this prospectus from time to time to update the disclosures set forth herein.

The following table is based on information supplied to us by the selling securityholders identified in the table.  The table sets forth, as to the selling securityholders identified, the number of Preferred Shares, Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares that each selling securityholder beneficially owns (including any shares the selling securityholder has the right to acquire within 60 days), the number of shares of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares and Additional Common Shares beneficially owned by each selling securityholder that may be offered for sale from time to time by this prospectus and the number and percentage of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares and Additional Common Shares to be held by each such selling securityholder assuming the sale of all Preferred Shares, Conversion Shares, Note Conversion Shares and Additional Common Shares offered hereby.

PLAN OF DISTRIBUTION

The Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares will be offered and sold by the selling securityholders named in this prospectus, by their donees, or by their other successors in interest.  We have agreed to bear the expenses of the registration of such shares, including legal and accounting fees, other than fees of counsel, if any, retained individually by the selling securityholders, and any discounts or commissions payable with respect to sales of such shares.

The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.  Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions.  The selling securityholders may sell their shares by one or more of, or a combination of, the following methods:

In addition, any shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

From time to time, a selling securityholder may pledge or grant a security interest in some or all of the shares which the selling securityholder owns.  If a selling securityholder defaults in the performance of the selling securityholder’s secured obligations, the pledgees or secured parties may offer and sell the shares from time to time by this prospectus (except, in some cases, if the pledgees or secured parties are broker-dealers or are affiliated with broker-dealers).  The selling securityholders also may transfer and donate shares in other circumstances.  Donees may also offer and sell the shares from time to time by this prospectus (except, in some cases, if the donees are broker-dealers or are affiliated with broker-dealers).  The number of shares beneficially owned by a selling securityholder will decrease as and when a selling securityholder donates such securityholder’s shares or defaults in performing obligations secured by such securityholder’s shares.  The plan of distribution for the shares offered and sold under this prospectus will otherwise remain unchanged, except that the donees, pledgees, other secured parties or other successors in interest will be selling securityholders for purposes of this prospectus.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

In effecting sales, broker-dealers or agents engaged by the selling securityholders may arrange for other broker-dealers to participate.  Broker-dealers or agents may receive commissions, discounts or concessions from the selling securityholders in amounts to be negotiated immediately prior to the sale.

The selling securityholders and any broker-dealers acting in connection with the sale of the shares covered by this prospectus may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of the shares as principals may be deemed to be underwriting compensation under the Securities Act of 1933.

In order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers.  In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have agreed to indemnify the selling securityholders, their agents, representatives and advisers, and in connection with an underwritten offering, the underwriters against liabilities they may incur as a result of any untrue statement or alleged untrue statement of a material fact in the registration statement of which this prospectus forms a part, any omission or alleged omission in this prospectus or the registration statement to state a material fact necessary in order to make the statements made not misleading or any violation or alleged violation of any United States federal, state or common law rule or regulation applicable to us and relating to action required of or inaction by us in connection with any such registration..  This indemnification includes liabilities that the selling securityholders may incur under the Securities Act.  We do not have to give such indemnification if the untrue statement or omission was made in reliance upon and in conformity with information furnished in writing to us by the selling securityholders for use in this prospectus or the registration statement.

We have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling securityholders and their respective affiliates.  The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Transfer Agent

The transfer agent for our common stock is Continental Stock Transfer & Trust Company, New York, New York.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares, as of the date of this prospectus.  This summary applies only to a beneficial owner who holds such shares as a capital asset (generally for investment purposes).  This summary does not discuss any state, local or foreign tax consequences, nor does it deal with beneficial owners of such shares that may be subject to special treatment for U.S. federal income tax purposes.  For example, this summary does not address:

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations, rulings and judicial decisions as of the date of this prospectus.  Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax considerations different from those discussed below.

If a beneficial owner of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares is an entity classified as a partnership for U.S. federal income tax purposes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.  If you are such an entity, or a partner in such an entity, you should consult your own tax advisor.

No rulings have been sought or are expected to be sought from the Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax considerations discussed below.  As a result, we cannot assure you that the IRS will agree with the tax consequences described below.

Each prospective investor should consult its own tax advisor concerning the U.S. federal income and estate tax consequences to the investor of the ownership and disposition of the applicable shares in light of the investor’s particular situation and any consequences arising under the laws of any other taxing jurisdiction.

The following discussion is a summary of certain U.S. federal income tax considerations that will apply to you if you are a U.S. holder of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares.

For purposes of this discussion, a U.S. holder is a beneficial owner of shares that is for U.S. federal tax purposes:

Conversion of the Preferred Shares into Shares of Our Common Stock

A U.S. holder of Preferred Shares generally will not recognize gain or loss on the conversion of Preferred Shares into shares of our common stock.  The U.S. holder’s holding period for the shares of our common stock received upon conversion will include the period during which the Preferred Shares were held, and the U.S. holder’s aggregate tax basis in the shares received upon conversion will be equal to the holder’s adjusted tax basis in the Preferred Shares at the time of conversion.  

Sale, Exchange, Repurchase or Retirement of the Preferred Shares

Each U.S. holder generally will recognize gain or loss upon the sale, exchange, repurchase, retirement or other disposition of Preferred Shares (other than a conversion of the Preferred Shares into shares of our common stock, which is addressed above) measured by the difference (if any) between (i) the amount of cash and the fair market value of any property received and (ii) such holder’s adjusted tax basis in the Preferred Shares.  The U.S. holder’s adjusted tax basis in the Preferred Shares generally will equal the amount paid for the Preferred Shares.  Any such gain or loss should be capital gain or loss and generally will be long-term capital gain or loss if the Preferred Shares have been held for more than one year at the time of the sale or exchange.  Generally, net long-term capital gain for non-corporate taxpayers (including individuals) is eligible for a reduced rate of taxation.  The deductibility of capital losses is subject to limitations.

Distributions on the Shares

Distributions (including constructive distributions), if any, made with respect to the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares generally will constitute taxable dividends to the extent of our current and accumulated earnings and profits.  Any distribution in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital, which will reduce the U.S. holder’s adjusted tax basis in the shares (but not below zero).  To the extent such a distribution exceeds the U.S. holder’s adjusted tax basis in the shares, the distribution will be taxable as capital gain.  Under certain circumstances, dividends paid to a non-corporate U.S. holder are eligible for a reduced rate of taxation.  Dividends received by a corporate U.S. holder may be eligible for a dividends received deduction.

Sale or Exchange of the Shares

Gain or loss realized on the sale, exchange or other disposition of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares will equal the difference between the amount realized on such sale, exchange or other disposition and the U.S. holder’s adjusted tax basis in such shares.  Such gain or loss generally will be long-term capital gain or loss if the holder has held or is deemed to have held the shares for more than one year on the date of disposition.  Generally, net long-term capital gain of non-corporate stockholders (including individuals) is eligible for a reduced rate of taxation.  The deductibility of capital losses is subject to limitations.

Medicare Tax

A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (i) the U.S. holder’s “net investment income” for the relevant taxable year and (ii) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances).  A holder’s net investment income generally includes its interest and dividend income, and its net gains from the disposition of stock and debt securities, unless such interest or dividend income, or net gains, are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).  An individual, estate or trust should consult its own tax advisor regarding the applicability of this tax to any income and gains in respect of an investment in the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares.

Information Reporting and Backup Withholding

When required, we will report to the holders of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares and Additional Common Shares and the IRS dividends paid on or with respect to such shares during each calendar year and the amount of tax, if any, withheld from such payments.  A U.S. holder will be subject to backup withholding on dividends paid on the shares and proceeds from the sale of the shares at the applicable rate if the U.S. holder (i) fails to provide us with a correct taxpayer identification number or certification of exempt status (such as certification of corporate status), (ii) has been notified by the IRS that it is subject to backup withholding as a result of the failure to properly report payments of interest or dividends or (iii) in certain circumstances, has failed to certify under penalty of perjury that such holder is not subject to backup withholding.  A U.S. holder may be eligible for an exemption from backup withholding by providing a properly completed IRS Form W-9 to us or our paying agent.  Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided that the required information is properly furnished to the IRS on a timely basis.

The following is a summary of certain U.S. federal tax consequences that will apply to you if you are a non-U.S. holder of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares.  The term “non-U.S. holder” means a beneficial owner of such shares that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust that is not a U.S. holder (as defined above under “—U.S. Holders”).

Conversion of the Preferred Shares

A non-U.S. holder who converts Preferred Shares into shares of our common stock generally will not recognize any income, gain or loss. The non-U.S. holder’s adjusted tax basis in the Preferred Conversion Shares will equal such holder’s adjusted basis in the Preferred Shares, and the non-U.S. holder’s holding period for the Preferred Conversion Shares will include the period during which such holder held the Preferred Shares.

Dividends

Subject to the discussion below regarding the potential application of withholding tax rules, dividends paid on the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares to a non-U.S. holder (including any deemed dividends) generally will be subject to a 30% U.S. federal withholding tax, unless either: (i) an applicable income tax treaty reduces or eliminates such tax, and the non-U.S. holder claims the benefit of that treaty by providing a properly completed IRS Form W-8BEN (or suitable successor or substitute form) establishing qualification for benefits under the treaty, or (ii) the dividend is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and the non-U.S. holder provides an appropriate statement to that effect on a properly completed IRS Form W-8ECI (or suitable successor or substitute form).  If dividends paid on the shares to a non-U.S. holder are effectively connected with the non-U.S. holder’s trade or business in the United States, the non-U.S. holder will be required to pay U.S. federal income tax on that dividend on a net income basis (although exempt from the 30% withholding tax provided the appropriate statement is provided to us) generally in the same manner as a U.S. holder.  If a non-U.S. holder is eligible for the benefits of an income tax treaty between the United States and its country of residence, any dividend income that is effectively connected with a United States trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the non-U.S. holder in the United States, and the non-U.S. holder claims the benefit of the treaty by properly submitting an IRS Form W-8BEN (or suitable successor or substitute form).  In addition, a non-U.S. holder that is treated as a foreign corporation for U.S. federal income tax purposes may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with such holder’s conduct of a trade or business in the United States.

Dispositions of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares and Additional Common Shares

Generally, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, repurchase, retirement or other disposition of Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares (other than a conversion of the Preferred Shares into Preferred Conversion Shares, which is addressed above) or the sale or exchange of such shares, unless (i) such holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange, repurchase, retirement or other disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the non-U.S. holder and, in the case of a treaty resident, attributable to a permanent establishment (or, in the case of an individual, to a fixed base) in the United States, or (iii) we are or have been a U.S. real property holding corporation (“USRPHC”), as defined in the Code, at any time within the 5-year period preceding the disposition or the non-U.S. holder’s holding period, whichever period is shorter.  If the first exception applies, the non-U.S. holder generally will be subject to tax at a 30% rate on the amount by which the United States-source capital gains exceed capital losses allocable to United States sources.  If the second exception applies, generally the non-U.S. holder will be required to pay U.S. federal income tax on the net gain derived from the sale in the same manner as U.S. holders, as described above.  If a non-U.S. holder is eligible for the benefits of an income tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such gain is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the non-U.S. holder in the United States, and the non-U.S. holder claims the benefit of the treaty by properly submitting an IRS Form W-8BEN (or suitable successor or substitute form).  Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the aggregate fair market value of the corporation’s worldwide real property interests and its other assets used or held for use in a trade or business.  We have not made, and do not intend to make, a determination regarding our potential status as a USRPHC.  A non-U.S. holder should consult its own tax advisor regarding our potential status as a USRPHC and the consequences of such status to such holder upon a disposition of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares.

Additionally, non-U.S. holders that are treated for U.S. federal income tax purposes as corporations and that are engaged in a trade or business or have a permanent establishment in the United States could be subject to a branch profits tax on such income at a 30% rate or a lower rate if so specified by an applicable income tax treaty.

U.S. Federal Estate Tax

If you are a non-U.S. holder and also are not a resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of your death, the U.S. federal estate tax will not apply to shares owned by you at the time of your death, provided that at the time of your death, you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote.  However, shares held by you at the time of your death will be included in your gross estate for U.S. federal estate tax purposes unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

When required, we will report to the IRS and to each non-U.S. holder the amount of any dividends paid on our Preferred Shares or shares of common stock in each calendar year, and the amount of tax withheld, if any, with respect to these dividends.  Non-U.S. holders who have provided the forms and certification referenced above or who have otherwise established an exemption generally will not be subject to backup withholding tax if we have actual knowledge or reason to know that any information in those forms and certification is unreliable or that the conditions of the exemption are in fact not satisfied.  Backup withholding is not an additional tax.  The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is properly furnished to the IRS on a timely basis.

Foreign Account Tax Compliance Withholding

Under the Foreign Account Tax Compliance Act (“FATCA”), gross proceeds from the sale, exchange or other disposition of any Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares realized by, and dividends paid (including any deemed dividends) on the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares to certain non-U.S. persons, including certain foreign financial institutions and investment funds, could be subject to a 30% withholding tax unless such non-U.S. person complies with certain requirements, including reporting requirements regarding its direct and indirect U.S. owners and/or U.S. account holders.  Such withholding could apply to payments made to a non-U.S. person regardless of whether the non-U.S. person is the beneficial owner of any Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares or holds Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares for the account of others.  The Treasury Secretary has issued proposed regulations providing that the withholding provisions of FATCA do not apply with respect to payments of gross proceeds from a sale, redemption or other disposition of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares, which may be relied upon by taxpayers until final regulations are issued.  In addition, non-U.S. persons located in jurisdictions that have an intergovernmental agreement with the United States regarding FATCA may be subject to different rules.  Potential investors are encouraged to consult with their tax advisors regarding the possible implications of FATCA on an investment in the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the securities offered under this prospectus will be passed upon for us by Greenberg Traurig, LLP, Los Angeles, California.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-3, including exhibits, under the Securities Act of 1933, as amended, with respect to the common stock offered by this prospectus.  This prospectus, which is part of the registration statement, does not contain all of the information in the registration statement.  For further information about us and our common stock, you should refer to the registration statement, including exhibits, and the financial statements and notes filed as a part thereof.

We file quarterly and annual reports, proxy statements and other information with the Commission.  We have also filed a registration statement on Form S-3Our filings with the Commission.  This prospectus, which forms part ofCommission, including the registration statement, does not have all of the information contained in the registration statement.  The Commission also maintains a website that contains reports, proxy and information statements, and other information includingare available to you on the registration statement.  TheCommission’s website at http://www.sec.gov.  In addition, documents that we file with the Commission are available on our website at www.cadizinc.com. Our website address is:  http://www.sec.gov.
provided in this prospectus is not intended to function as a hyperlink and the information on our website is not, nor should it be considered, part of this prospectus or incorporated by reference into this prospectus.

The Commission allows us to "incorporate“incorporate by reference"reference” into this prospectus the information we file with them.  The information we incorporate by reference into this prospectus is an important part of this prospectus.  Any statement in a document we have filed with the Commission prior to the date of this prospectus and which is incorporated by reference into this prospectus will be considered to be modified or superseded to the extent a statement contained in the prospectus or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement.  The modified or superseded statement will not be considered to be a part of this prospectus, except as modified or superseded.

We incorporate by reference into this prospectus the information contained in the following documents, which is considered to be a part of this prospectus:

We also incorporate by reference all additional documents that we file with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are filed after the date of the initial registration statement and prior to the effectiveness of the registration statement or that are filed after the effective date of the registration statement of which this prospectus is a part and prior to the termination of the offering of securities offered pursuant to this prospectus.  We are not, however, incorporating in each case, any documents or information that we are deemed to "furnish"“furnish” and not file in accordance with the Commission rules.

You may obtain a copy of these filings, without charge, by writing or calling us at:

Cadiz Inc.

550 South Hope Street

Suite 2850

Los Angeles, California 90071

Attention:  Investor Relations

(213) 271-1600

No dealer, salesperson, or other person has been authorized to give any information or to make any representation not contained in this prospectus, and, if given or made, such information and representation should not be relied upon as having been authorized by us.us or any selling shareholder.  This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation.  Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the facts set forth in this prospectus or in our affairs since the date hereof.

We estimate that expenses payable by the Registrant in connection with the saledistribution described in this registration statement will be as shown below.  All expenses incurred with respect to the distribution, except for fees of counsel, if any, retained individually by a selling securityholder and any discounts or commissions payable with respect to sales of the securities being registered hereby.  All amounts are estimates except the registration fee.

Section 145 of the Delaware General Corporation Law permits our Board of Directors to indemnify any person against expenses, attorneys'attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such personhim in connection with any threatened, pending or completed action, suit or proceeding in which such personhe is made a party because such personhe serves or served as a director, officer, employee or agent of Cadiz or of another entity.  The language of Section 145 is sufficiently broad to permit indemnification in some situations for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended.  The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Our Bylaws provide for mandatory indemnification of directors and officers of Cadiz, and those serving at the request of Cadiz as directors, officers, employees, or agents of other entities, to the maximum extent permitted by law.  The Bylaws provide that this indemnification shall be a contract right between each of these persons and Cadiz.

Our Certificate of Incorporation provides that a director of the company shall not be personally liable to the company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

Our Certificate of Incorporation provides that if the Delaware General Corporation Law is subsequently amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the law as amended.  We have also purchased a liability insurance policy which insures our directors and officers against certain liabilities, including liabilities under the Securities Act of 1933.

The following exhibits are filed or incorporated by reference as part of this Registration Statement.