As filed with the Securities and Exchange Commission on April 10,July 31, 2020

Registration No. 333- 237352[         ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cadiz Inc.

(Exact name of registrant as specified in its charter)

550 South Hope Street

Suite 2850

Los Angeles, California 90071

(213) 271-1600

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Timothy J. ShaheenStanley E. Speer

Chief Financial Officer

550 South Hope Street

Suite 2850

Los Angeles, California 90071

(213) 271-1600

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of communications to:

Kevin Friedmann, Esq.

Greenberg Traurig, LLP

1840 Century Park East

Suite 1900

Los Angeles, California 90067

(310) 586-7747

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.Statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

InformationThe information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

DATED APRIL 10, 2020, SUBJECT TO COMPLETION, DATED JULY 31, 2020

PROSPECTUS

CADIZ INC.

10,000 Shares of Series 1 Preferred Stock,

7,662,638 Shares of Common Stock$150,000,000

Cadiz Inc.

_____________________

DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
SUBSCRIPTION RIGHTS
UNITS

The selling securityholders identified inBy this prospectus and an accompanying prospectus supplement, we may offer from time to time offer and sell, in one or more offerings, up to 10,000 shares$150,000,000 in any combination of Series 1 Preferred Stock, or the “Preferred Shares,” up to 4,050,500 shares of ourdebt securities, common stock, issuable upon conversion of the Preferred Shares, or the “Preferred Conversion Shares,” 2,589,674 shares of our commonpreferred 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”warrants, subscription rights 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.units.

Each Preferred Share is convertible at any time atThis prospectus provides you with a general description of these securities. We will provide you with more specific terms of these securities in one or more supplements to this prospectus.  Any prospectus supplement may also add, update, or change information contained in this prospectus. You should read this prospectus and the option ofapplicable prospectus supplement or issuer free writing prospectus relating to a particular offering, as well as the holder into 405.05 shares of our common stock, subjectdocuments incorporated or deemed 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 requiredincorporated 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)reference in this prospectus, carefully 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 dividends or distributions. After March 5, 2025, Preferred Shares will rank pari passu on an as-converted to common stock basis with all of our common stock as to dividends and distributions.

you invest.

We will not receive any of the proceeds from the resale of the Preferred Shares, the Preferred Conversion Shares, the Note Conversion Shares or the Additional Common Shares. We have agreed to pay for the expenses of this offering.

Our registration of themay offer these securities covered by this prospectus does not mean that the selling securityholders will offer or sell any of the Preferred Shares, Preferred Conversion Shares, Note Conversion Shares or Additional Common Shares. The selling securityholders may sell the shares covered by this prospectus from time to time in amounts, at prices and on other terms to be determined at the time of the offering.  We may offer and sell these securities to or through anyunderwriters, dealers or agents, or directly to investors, or through a combination of these methods, on a continuous or delayed basis.  The supplements to this prospectus will provide the specific terms of the different means and at varying prices as described inplan of distribution.  See the sections of this prospectus entitled “Determination of Offering Price”“About this Prospectus” and “Plan of Distribution” beginning onof pages 81 and 11, respectively. The prices at which the selling securityholders20, respectively, for more information. No securities may sell the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares will be determined by the market price for the shares at the time of sale or otherwise in privately negotiated transactions. The prices at which the selling securityholders may sell the Preferred Shares will be determined in privately negotiated transactions.

The Preferred Shares are not listed on any securities exchange. There is no public trading market for the Preferred Shares. We do not intend to apply for listing of the Preferred Shares on any securities exchange, quotation system or other recognized trading system. As described in the sectionssold without delivery of this prospectus entitled “Determinationand the applicable prospectus supplement describing the method and terms of Offering Price” and “Plan of Distribution” beginning on pages 8 and 11, respectively, the prices at which the Preferred Shares will be sold will depend, in part, on the manner and timingoffering of such sales, but, in any event,securities. The price to the public of such securities and the net proceeds we expect to receive from such prices likelysale will also be derived fromset forth in the market price of our common stock traded on the Nasdaq Global Market at the time of sale.applicable prospectus supplement.

Our common stock is tradedlisted on the Nasdaq Global Market under the symbol “CDZI”.  On April 9,July 30, 2020, the last reported saleclosing price of our common stock onas reported by the Nasdaq Global Market was $12.68.

$10.54 per share. We may amend orwill provide information in any applicable prospectus supplement this prospectus from time to time to updateregarding the disclosures set forth herein.

_____________________listing of securities other than shares of our common stock on any securities exchange.

Investing in ourthese securities involves a high degree of risk.  You should carefully read and consider thecertain risks.  See “Risk Factors” beginning on page 4.

_____________________5 of this prospectus and any similar section contained in the applicable prospectus supplement and any related free writing prospectus concerning factors you should consider before investing in our securities.

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.

_____________________

Prospectus dated            , 2020

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This document is called a prospectus and is part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission,“Commission” or the “SEC,” using athe “shelf” registration or continuous offering process.  Under the shelf registration process, using this shelf process, the selling securityholdersprospectus, together with a prospectus supplement, we may sell from time to time may offer and sell, in one or more offerings,any combination of the securities described in this prospectus. We will not receive any proceeds from the resale by any selling securityholderprospectus in one or more offerings.  This prospectus provides you with a general description of the offered securities described inthat may be offered.  Each time we sell securities pursuant to this prospectus.

We mayprospectus, we will provide a prospectus supplement containingthat will contain specific information about the terms of the securities being offered.  A prospectus supplement may include a particular offering by a selling securityholder.discussion of any risk factors or other special considerations applicable to those securities or to us.  The prospectus supplement may also add to, update or change information contained in this prospectus. If there is any inconsistency betweenprospectus and, accordingly, to the extent inconsistent, the information in this prospectus and a prospectus supplement, you should rely onwill be superseded by the information in thatthe prospectus supplement.  You should read both this prospectus, any applicable prospectus supplement and any related issuer free writing prospectus, supplement together withas well as the additional information incorporated by reference in this prospectus described below under the sections entitled “Where You Can Find More Information” and “Information Incorporated by Reference.Reference” or in any applicable prospectus supplement and any related issuer free writing prospectus, before making an investment in our securities.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.  All of the summaries are qualified in their entirety by the actual documents.  Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Neither the delivery of this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, nor any sale made under this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by us, implies that there has been no change in our affairs or that the information therein is correct as of any date after the date of this prospectus or of such prospectus supplement or free writing prospectus, as applicable.  You should not assume that the information in this prospectus, including any information incorporated in this prospectus by reference, the accompanying prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date on the front of those documents.  Our business, financial condition, results of operations and prospects may have changed since that date.

You may rely only on the information contained or incorporated by reference in this prospectus.  We have notNeither we nor any other person has authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to make representations not contained inwhich we have referred you.  We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.  Neither this prospectus.  This prospectus is neithernor any accompanying prospectus supplement nor any free writing prospectus prepared by or on behalf of us or to which we have referred you constitutes an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is itor an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful.  Neither the deliveryThis prospectus does not contain all of this prospectus, nor any sale made under this prospectus, means that the information contained incorporated by referenceincluded in this prospectus is correct asthe registration statement. For a more complete understanding of any time after the dateoffering of this prospectus.the securities, you should refer to the registration statement, including its exhibits.

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Cadiz,” and “the Company” refer to Cadiz Inc., a Delaware corporation.

NOTICE ABOUTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information presented in this prospectus, any accompanying prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you, and in other documents which are incorporated by reference in this prospectus under the sections of this prospectus entitled “Where You Can Find More Information” and “Information Incorporated by Reference,” that discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, are forward-looking statements. Forward-looking statements can be identified by the use of words such as “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.”  Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements.  These include, among others, the cautionary statements in the “Risk Factors” section of this prospectus beginning on page 4.5.  These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements.  When considering forward-looking statements in this prospectus, you should keep in mind the cautionary statements in the “Risk Factors” section and other sections of this prospectus, and other cautionary statements in any accompanying prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you and any documents which are incorporated by reference in this prospectus and listed in “Where You Can Find More Information” and “Information Incorporated by Reference” beginning on pages 1723 and 18,23, respectively.

Certain risks, uncertainties, and other factors are incorporated herein by reference to our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, along with the other information contained in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the “Exchange Act.”  Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason, after the date of this prospectus.

RISK FACTORS

An investment in our securities involves a high degree of risk.  Certain risks relating to us and our business are described under the headings “Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 13, 2020, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission on May 7, 2020, which are incorporated by reference into this prospectus and any accompanying prospectus supplement and which you should carefully review and consider, along with the other information contained in this prospectus and any accompanying prospectus supplement or incorporated by reference herein, as updated by our subsequent filings under the Exchange Act, before making an investment in any of our securities. 

Additional risks, as well as updates or changes to the risks described in the documents incorporated by reference herein, may be included in any applicable prospectus supplement.  Our business, financial condition or results of operations could be materially adversely affected by any of these risks.  The market or trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.  Prior to making a decision to invest in our securities you should consider carefully the specific factors discussed under the capitation “Risk Factors” in the applicable prospectus supplement, together with any other information contained in the applicable prospectus supplement or appearing or incorporated by reference in this prospectus.

In addition, please read the section of this prospectus captioned “Special Note Regarding Forward-Looking Statements,” in which we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.  Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

Investment in any securities offered pursuant to this prospectus involves risks and uncertainties.  If one or more of the events discussed in the risk factors were to occur, our business, financial condition, results of operations or liquidity, as well as the value of an investment in our securities, could be materially adversely affected.

You should carefully consider the followingrisk factors as well as the other information contained and incorporated by reference in this prospectus including the Risk factors disclosure in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, before deciding to invest.

Risks Related to the Preferred Shares

Fluctuations in the price of our common stock may affect the value of the Preferred Shares and make them more difficult to resell.

Because the Preferred Shares are convertible into shares of our common stock, volatility or depressed prices for our common stock could have a similar effect on the value of the Preferred Shares and could limit the value of shares of our common stock receivable upon conversion of the Preferred Shares.  Holders who receive common stock upon conversion of the Preferred Shares will also be subject to the risk of volatility and depressed prices of our common stock.

You may have to pay taxes with respect to distributions on our common stock that you do not receive.

The conversion rate of the Preferred Shares is subject to adjustment for certain events arising from stock splits and combinations, stock dividends, cash dividends and certain other actions by us that modify our capital structure.  If, for example, the conversion rate is adjusted as a result of a distribution that is taxable to holders of our common stock, such as a cash dividend, you may be required to include an amount in income for U.S. federal income tax purposes, notwithstanding the fact that you do not receive an actual distribution.  In addition, holders of the Preferred Shares may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal withholding taxes.  If we pay withholding taxes on behalf of a holder, we may, at our option, set off such amounts against any cash and/or common stock otherwise deliverable to such holder.  See “Certain U.S. Federal Income Tax Considerations” for more details.

An active trading market for the Preferred Shares may not develop.

The Preferred Shares are an issue of securities for which there is currently no active trading market and no active trading market might ever develop.  The Preferred Shares may trade at a discount from their initial offering price, depending on the market for similar securities, the price, and volatility in the price, of our shares of common stock, our performance and other factors.  In addition, we do not know whether an active trading market will develop for the Preferred Shares.  We have no plans to list the Preferred Shares on a securities exchange or to include the Preferred Shares in any automated quotation system.  The liquidity of any market for the Preferred Shares will depend upon the number of holders of the Preferred Shares, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the Preferred Shares and other factors.  An active or liquid trading market for the Preferred Shares may not develop.  To the extent that an active trading market does not develop, the liquidity and trading prices for the Preferred Shares may be harmed.

Conversion of the Preferred Shares will dilute the ownership interest of existing shareholders, including holders who had previously converted their Preferred Shares.

The conversion of some or all of the Preferred Shares into Preferred Conversion Shares may dilute the ownership interests of existing shareholders.  Any sales in the public market of the common stock issued upon such conversion could adversely affect prevailing market prices of our common stock.  In addition, the existence of the Preferred Shares may encourage short selling by market participants because the conversion of the Preferred Shares into Preferred Conversion Shares could depress the price of our common stock.

USE OF PROCEEDS

The

Unless otherwise provided in the applicable prospectus supplement, the net proceeds from the sale of the securities offered by this prospectus and each prospectus supplement, the “offered securities,” will be used to further expand and accelerate development of our water and agricultural programs and general corporate purposes, which may include the development of our southern pipeline project or our northern pipeline project, the establishment of related infrastructure and farming costs for developing agriculture on land owned by us and our subsidiaries, business development activities, capital expenditures, working capital, the refinancing or repayment of existing indebtedness and the expansion of the business and acquisitions. If any of the net proceeds from the offered securities will be used for acquisitions, we will identify the acquisition in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

This prospectus describes certain general terms and provisions of the debt securities.  The debt securities may constitute either senior or subordinated debt securities, and in either case will be unsecured, and may also include convertible debt securities.  We will issue any debt securities that will be senior debt under an Indenture between us and U.S. Bank National Association, as trustee, or the “Senior Indenture.”  We will issue any debt securities that will be subordinated debt under an Indenture between us and U.S. Bank National Association, as trustee, or the “Subordinated Indenture.”  This prospectus refers to the Senior Indenture and the Subordinated Indenture individually as the “Indenture” and collectively as the “Indentures.”  The form of Senior Indenture and the form of Subordinated Indenture are included as exhibits to the registration statement of which this prospectus forms a substantialpart.  The term “trustee” refers to the trustee under each Indenture, as appropriate.

The Indentures are subject to and governed by the Trust Indenture Act of 1939, as amended.  The Indentures are substantially identical, except for the provisions relating to subordination, which are included only in the Subordinated Indenture.  The following summary of the material provisions of the Indentures and the debt securities is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Indentures, each of which has been filed as an exhibit to the registration statement of which this prospectus is a part.  We urge you to read the Indenture that is applicable to you because it, and not the summary below, defines your rights as a holder of debt securities.  You can obtain copies of the Indentures by following the directions described under the heading “Where You Can Find More Information.”

General

The senior debt securities will rank equally with all of our other unsecured and unsubordinated debt.  The subordinated debt securities will be subordinated in right of payment to our “Senior Indebtedness,” as defined below in the section titled “Subordination”.  The Indentures do not limit the amount of our common stock indebt, either secured or unsecured, which may be issued by us under the market andIndentures or otherwise.  We may limit the issuancemaximum total principal amount for the debt securities of shares upon conversion of convertible instruments, includingany series.  However, any limit under the Preferred Conversion Shares, could adversely affect the prevailing market priceIndentures may be increased by resolution of our common stock.Board of Directors.  We will establish the terms of each series of debt securities under the Indentures in a supplemental Indenture, board resolution or company order.  The debt securities under the Indentures may be issued in one or more series with the same or various maturities and may be sold at par, a premium or an original issue discount.  Debt securities sold at an original issue discount may bear no interest or interest at a rate which is below market rates.

The Indentures do not prohibit us or our subsidiaries from incurring debt or agreeing to limitations on our subsidiaries’ ability to pay dividends or make other distributions to us, although the terms of specific debt securities may include such limitations.  The agreements governing our indebtedness contain limitations on our ability to incur debt or liens, conduct asset sales and pay dividends.

As

Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of April 9, 2020,a particular series under the Indentures without the consent of the holders of the debt securities of such series outstanding at the time of issuance.  Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the applicable Indenture.

Unless we had 34,774,634 shares of common stock issued and outstanding and the closing sale priceinform you otherwise in a prospectus supplement, each series of our common stock on April 9, 2020 was $12.68.

senior debt securities will rank equally in right of payment with all of our other unsubordinated debt.  The subordinated debt securities will rank junior in right of payment and be subordinate to all of our unsubordinated debt.

We may engageissue debt securities from time to time in transactionsone or more series under the Indentures.  We will describe the particular terms of each series of debt securities we offer in a supplement to issue convertiblethis prospectus or other offering material.  The prospectus supplement and other offering material relating to a series of debt and warrantssecurities will describe the terms of such debt securities being offered, including (to the extent such terms are applicable to purchase common stock, as we havesuch debt securities):

We will describe in the past, which transactions may include registration rights. The registrationapplicable prospectus supplement the terms of such additionalthe series of debt securities and the potential for high volume trades of our common stock in connection with these financings may have a downward effect on our market price. Future issuance of our common stock upon exercise of these warrants may have a further negative impact on our stock price.

Further, as of April 9, 2020, we have reserved for issuance, but not yet issued, a substantial amount of additional shares, including the Preferred Conversion Shares. The issuance of shares we are obligated to issue, which may increase dilution of existing investors and further depress the market price of our common stock, which may negatively affect our stockholders’ equity and our ability to raise capital on terms acceptable to us in the future.

The volatility of our stock price could adversely affect current and future stockholders.

  The market price of our common stock is volatile and fluctuates in response to various factors which are beyond our control.  Such fluctuations are particularly common in companies such as ours, which have not generated significant revenues.  The following factors, in addition to other risk factors described in this section, could cause the market price of our common stock to fluctuate substantially:being offered, including:

Conversion or Exchange Rights

We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our Common Stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our Common Stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.

Events of Default under the Indenture

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indenture, if an event of default under the indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered, and if requested, provided, indemnity or security satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change an indenture without the consent of any holders with respect to specific matters:

In addition, under the stock markets, from time to time, experience extreme price and volume fluctuations thatindenture, the rights of holders of a series of debt securities may be unrelated or disproportionatechanged by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the operating performancetrustee may make the following changes only with the consent of companies. These broad fluctuations may adversely affect the market priceeach holder of our common stock. Price volatility could be worse if the trading volume of our common stock is low.any outstanding debt securities affected:

Discharge

Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

The COVID-19 coronavirus could adversely impact our business

In December 2019, a novel strainorder to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, coronavirus, COVID-19, was reported to have surfacedthe premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in Wuhan, China. Since then,fully registered form without coupons and, unless we provide otherwise in the COVID-19 coronavirus has spread toapplicable prospectus supplement, in minimum denominations of $1,000 or any integral multiple countries, including the United States. If the COVID-19 coronavirus continues to spread,in excess thereof. The indenture provides that we may experience disruptionsissue debt securities of a series in temporary or permanent global form and as book-entry securities that could severely impact our business, including; availabilitywill be deposited with, or on behalf of, necessary itemsThe Depository Trust Company (“DTC”) or availabilityanother depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of workforcea series are issued in global form and as book-entry, a non-essential business either duedescription of terms relating to voluntaryany book-entry securities will be set forth in the applicable prospectus supplement.

At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series in global form can exchange the debt securities for other debt securities of the same series in definitive form, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or mandated quarantine.for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional security registrars or transfer agents or rescind the designation of any security registrar or transfer agent or approve a change in the office through which any security registrar or transfer agent acts, except that we will be required to maintain a security registrar and a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

Information Concerning the Trustee

The global outbreaktrustee, other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties as are specifically set forth in the indenture. Upon an event of default under the indenture, the trustee must use the same degree of care as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the COVID-19 coronavirus continuesrights or powers given to rapidly evolve. The extentit by the indenture at the request of any holder of debt securities unless it is offered, and if requested, provided security or indemnity satisfactory to which the COVID-19 coronavirus may impact our business will depend on future developments, which are highly uncertaintrustee against the costs, expenses and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictionsliabilities that it might incur.

Payment and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. 

DESCRIPTION OF THE PREFERRED SHARESPaying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of, and any premium and interest on, the debt securities of a particular series at the office of the paying agent(s) designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We may at any time rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

Subject to applicable abandoned property law, all money we pay to a paying agent or the trustee for the payment of the principal of, or any premium or interest on, any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Subordination of Subordinated Debt Securities

The subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement.

DESCRIPTION OF CAPITAL STOCK

The following statements relating to our capital stock do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, the provisions of the Certificate of Incorporation, as amended, or the “Certificate,” and By-Laws, as amended, or the “Bylaws,” which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

General

The Certificate authorizes a total of 70,100,000 shares of capital stock, of which 70,000,000 may be shares of common stock and 100,000 may be shares of preferred stock. On March 5, 2020, we filed thea Certificate of Designation of Series 1 Preferred Stock with the Secretary of State of the State of Delaware to designate 10,000 shares of our preferred stock, par value $0.01 per share, as Series 1 Preferred Stock.

As of June 30, 2020, 34,797,062 shares of common stock were issued and outstanding, 10,000 shares of Series 1 Preferred Stock were issued and outstanding, which are convertible into 4,050,000 shares of common stock, and options and warrants to purchase an aggregate of 477,500 shares of common stock issued to directors, employees, consultants and lenders remained outstanding.  Each share of Series 1 Preferred Stock may be converted at any time at the option of the holder into 405.05 shares of our common stock, subject to certain beneficial ownership limitations. As of July 29, 2020, the number of stockholders of record of our common stock was 63 and the number of stockholders of record of our Series 1 Preferred Shares.Stock was two.

Common Stock

Subject to the rights of the holders of any shares of preferred stock that may at the time be outstanding, record holders of common stock are entitled to such dividends as the Board of Directors may declare.  We do not anticipate declaring or paying cash dividends on our common stock for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders may not receive any funds absent a sale of their shares of common stock.

Holders of common stock are entitled to one vote for each share held in their name on all matters submitted to a vote of stockholders and do not have preemptive rights or cumulative voting rights.  Holders of common stock are not subject to further calls or assessments as a result of their holding shares of common stock.

Upon our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of common stock are entitled to share ratably in the distribution remaining after payment of debts and expenses and of the amounts to be paid on liquidation to the holders of shares of preferred stock.

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

Series 1 Preferred Stock

On March 5, 2020, we filed a Certificate of Designation of Series 1 Preferred Stock with the Secretary of State of the State of Delaware to designate 10,000 shares of our preferred stock, par value $0.01 per share, as Series 1 Preferred Stock.

We issued the shares of Series 1 Preferred SharesStock pursuant to Conversion and Exchange Agreements, dated March 5, 2020, between Cadiz Inc.us and two of the selling securityholders,our stockholders, in exchange for the satisfaction of an outstanding aggregate amount payable of $27,381,000 under our 2020 Notes.7.00% Convertible Senior Notes due 2020.

The following is a brief description of theour Series 1 Preferred Shares:Stock:

Ranking and Liquidation. Prior to March 5, 2025, or the Mandatory“Mandatory Conversion Date,Date”, subject to applicable law and the rights of the holders of any other outstanding series of our preferred stock, in the event of our voluntary or involuntary liquidation, dissolution or winding up, each share of Series 1 Preferred ShareStock will be entitled to receive an amount in cash equal to $2,734.09 per share (as may be adjusted for any dividends of shares of Series 1 Preferred Shares,Stock, subdivision of the outstanding shares of Series 1 Preferred SharesStock or combination of the outstanding shares of Series 1 Preferred Shares)Stock), 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 Series 1 Preferred Shares.Stock. In addition, prior to the Mandatory Conversion Date, subject to applicable law and the rights of the holders of any other outstanding series of our preferred stock, holder of shares of Series 1 Preferred SharesStock will 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 from the voluntary or involuntary liquidation, dissolution or winding up. After the Mandatory Conversion Date, subject to applicable law and the rights of the holders of any outstanding series of our preferred stock, holders of shares of Series 1 Preferred SharesStock 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 from the voluntary or involuntary liquidation, dissolution or winding up.

Conversion. Each share of Series 1 Preferred ShareStock is convertible at any time at the option of the holder into 405.05 shares of our common stock (the “Conversion Rate”), provided that the holder will be prohibited from converting shares of Series 1 Preferred SharesStock into shares of our common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our common stock then issued and outstanding after giving effect to such conversion. On the Mandatory Conversion Date, each share of Series 1 Preferred ShareStock will automatically convert into shares of our common stock at the Conversion Rate then in effect; provided, that the shares of Series 1 Preferred SharesStock will not automatically convert shares of our common stock to the extent that, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our common stock then issued and outstanding after giving effect to such conversion. Any shares of Series 1 Preferred SharesStock that remain outstanding after the Mandatory Conversion Date as a result of such limitations will be convertible at any time thereafter, at the option of the holder, subject to the beneficial ownership limitations in the Certificate of Designation.Designation of Series 1 Preferred Stock.

Voting Rights. Prior to the Mandatory Conversion Date, except as provided by applicable law, each share of Series 1 Preferred ShareStock will be entitled to 301.98 votes (the “Voting Rate”) on all matters on which stockholders are generally entitled to vote (provided that no holder of shares of Series 1 Preferred SharesStock will be entitled to such number of votes in excess of such holder’s beneficial ownership limitation). Additionally, prior to the Mandatory Conversion Date, the vote or written consent of holders of a majority of the outstanding shares of Series 1 Preferred Shares,Stock, voting separately as a single class, will be required for certain amendments to our certificate of incorporation,Certificate, to liquidate us, to incur certain indebtedness other than permitted indebtedness, to enter into certain affiliate transactions, to issue additional shares of Series 1 Preferred SharesStock and to issue any capital stock senior or having parity in preference to the Series 1 Preferred Shares,Stock, other than preferred shares that may be issued in one or more financing transactions as an alternative to our incurring, and which the gross proceeds of shall be offset against, permitted indebtedness. Permitted indebtedness over which the holders of shares of Series 1 Preferred SharesStock will have no voting rights consists of (i) our existing debt as of March 5, 2020 and the refinancing of such debt, (ii) up to $600 million of debt that we may incur related to our southern pipeline project or our northern pipeline project (collectively, the “Pipeline Water Projects”), (iii)the establishment of related infrastructure and farming costs for developing agriculture on land owned by us and our subsidiaries (the “Farming Project”), (iv) working capital for the Pipeline Water Projects, the Farming Project or general corporate purposes, and (v) a refinancing of any of the debt described in this sentencerelated to the Pipeline Water Projects. After the Mandatory Conversion Date, the shares of Series 1 Preferred SharesStock will have no voting rights, except as required by applicable law.

Dividends. Prior to the Mandatory Conversion Date, the holders of shares of Series 1 Preferred SharesStock will not be entitled to participate in any dividends or distributions. After the Mandatory Conversion Date, subject to the applicable law and the rights of the holders of any outstanding series of our preferred stock, shares of Series 1 Preferred SharesStock will rank pari passu on an as-converted to common stock basis with all of our common stock as to dividends and distributions. However, holders of shares of Series 1 Preferred SharesStock will not be entitled to participate in dividends consisting of shares of our common stock or other securities convertible into or exercisable for shares of our common stock to the extent that, as a result of such dividend, the holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of our common stock then issued and outstanding after giving effect to such dividend.

Anti-Dilution. The Conversion Rate and the Voting Rate are subject to proportionate adjustment upon the issuance by us of stock dividends, stock splits, and similar proportionately applied changes affecting our outstanding shares of common stock.

Redemption. At any time after March 5, 2021, we may redeem shares of Series 1 Preferred SharesStock by payment of an amount per Preferred Shareshare equal to $13.50 (as may be adjusted for any dividends of shares of Series 1 Preferred Shares,Stock, subdivision of the outstanding shares of Series 1 Preferred SharesStock or combination of the outstanding shares of Series 1 Preferred Shares)Stock) multiplied by the Conversion Rate then in effect; provided, that as to each holder of shares of Series 1 Preferred Shares,Stock, the number of shares redeemed must be at least 25% of the Preferred Shares originally issued to such holder. There will be no restriction on the redemption of the shares of Series 1 Preferred SharesStock while there is any arrearage in the payment of dividends.

Rights as a Stockholder. Except as otherwise provided in the Certificate of Designation of Series 1 Preferred Stock, or by virtue of such holder’s ownership of shares of our common stock, the holders of shares of Series 1 Preferred SharesStock do not have the rights or privileges of holders of shares of our common stock, until they convert their shares of Series 1 Preferred Shares.Stock into our common stock.

Amendments. Certain terms of the Series 1 Preferred SharesStock may be amended or modified with the vote or written consent of the holders of a majority of the then-outstanding shares of Series 1 Preferred Shares.Stock.

Future Classes or Series of Preferred Stock

This following description sets forth certain general terms and provisions of our authorized preferred stock, other than our Series 1 Preferred Stock described above.  When we offer to sell a particular series of preferred stock, we will describe the specific terms of the securities in a supplement to this prospectus.  The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to the particular series of preferred stock.  The preferred stock will be issued under a certificate of designations relating to each series of preferred stock and is also subject to our Certificate.  The certificate of designations will be filed with the SEC in connection with an offering of preferred stock.

Under the Certificate, our Board of Directors has the authority to:

Our Board of Directors may issue authorized shares of preferred stock, as well as authorized but unissued shares of common stock, without further stockholder action, unless stockholder action is required by applicable law or by the rules of a stock exchange or quotation system on which any series of our stock may be listed or quoted.

The prospectus supplement will describe the terms of any preferred stock being offered, including:

All shares of preferred stock offered will be fully paid and non-assessable.  Any shares of preferred stock that are issued will have priority over the common stock with respect to dividend or liquidation rights or both.

Our Board of Directors could create and issue a series of preferred stock with rights, privileges or restrictions which effectively discriminate against an existing or prospective holder of preferred stock as a result of the holder beneficially owning or commencing a tender offer for a substantial amount of common stock.  One of the effects of authorized but unissued and unreserved shares of capital stock may be to make it more difficult or discourage an attempt by a potential acquirer to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise.  This protects the continuity of our management.  The issuance of these shares of capital stock may defer or prevent a change in control of our company without any further stockholder action.

The transfer agent for each series of preferred stock will be described in the prospectus supplement.

Indemnification of Directors and Officers

Our Bylaws and Certificate provide that we will indemnify any of our directors, officers or employees to the fullest extent permitted by the General Corporation Law of the State of Delaware against all expenses, liability and loss incurred in connection with any action, suit or proceeding in which any such person may be involved by reason of the fact that he or she is or was our director, officer or employee.  We carry insurance policies in standard form indemnifying our directors and officers against liabilities arising from certain acts performed by them in their capacities as our directors and officers.  These policies also indemnify us for any sums we may be required or permitted to pay by law to our directors and officers as indemnification for expenses they may have incurred.

Exchange Listing

Our common stock is listed on the Nasdaq Global Market under the symbol “CDZI.”

Anti-Takeover Effects of Certain Provisions of Delaware Law and OurCertain Provisions of our Charter Documents

The following is a summary of the General Corporation Law of the State of Delaware, our Certificate of Incorporation and our Bylaws. This summary does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation and our Bylaws. Our Certificate of Incorporation states that we expressly elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware.Delaware, our Certificate and our Bylaws, as applicable.

Our charter documentsCertificate and our Bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by our stockholders. These provisions are summarized in the following paragraphs.

Limitation on Directors’ Liability. Delaware law permits a corporation to, by provision of its certificate of incorporation, eliminate the personal liability of its directors to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit.  Our Certificate contains such a provision.

This provision of our Certificate offers persons who serve on our Board of Directors protection against awards of monetary damages resulting from certain breaches of their fiduciary duty, including grossly negligent business decisions made in connection with, among other things, takeover proposals for us, and may limit our ability or the ability of one of our stockholders to prosecute an action against a director for a breach of fiduciary duty.

Special Meeting of Stockholders. Neither ourOur Certificate of Incorporation nor our Bylaws permitprohibits stockholder action by written consent in lieu of a meeting of stockholders. Further, special meetings of stockholders may be called only by our Board of Directors, Chief Executive Officer or President. In addition, our Bylaws providecontain advance notice procedures for stockholders seeking to bring business before the annual meeting of stockholders or to nominate candidates for election as directors at the annual meeting of stockholders, and specify certain requirements regarding the form and content of a stockholder’s notice. The foregoing could have the effect of delaying or preventing unsolicited takeovers and changes in control or changes in our management.Board of Directors.

Effects of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of authorized but unissued common stock and undesignated preferred stock may be to enable our Board of Directors to make more difficult or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management.our Board of Directors. If, in the due exercise of its fiduciary obligations, our Board of Directors were to determine that a takeover proposal was not in our best interest, suchauthorized but unissued shares of common stock could be issued by our Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent Board of Directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our certificate of incorporationCertificate grants our Board of Directors broad“blank check” power, which includes the power to create and establish the rights and preferences of one or more series of preferred stock out of our authorized and unissued shares of preferred stock. One of the effects of the “blank check” power may be to enable our Board of Directors to make more difficult or discourage an attempt to obtain control of our company as described above. If, in the due exercise of its fiduciary obligations, our Board of Directors were to determine that a takeover proposal was not in our best interests, one or more series of preferred stock could be created and shares thereof issued, without stockholder approval, which action may prevent or render more difficult or costly the completion of the takeover transaction as described above. The creation of one or more series of preferred stock and the issuance of shares of such preferred stock could also decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our company.holders.

Cumulative Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors which would allow holders of less than a majority of the stock to elect some directors.

Vacancies. Section 223 of the Delaware General Corporation Law and our Bylaws provideOur Certificate provides that all vacancies, including newly created directorships, may be filled only by the affirmativea majority vote of a majority ofthe directors then in office, even ifthough less than a quorum.

Anti-Takeover Effects of Delaware Law.We are subject to the “business combination” provisions of Section 203 of Delaware law.the General Corporation Law of the State of Delaware.  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 statuteSection 203 of the General Corporation Law of the State of Delaware could prohibit or delay mergers or other takeover or change in control attempts with respect to usCadiz and, accordingly, may discourage attempts to acquire usCadiz even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

DESCRIPTION OF WARRANTS

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.

DETERMINATION OF OFFERING PRICE

The prices at which the selling securityholders may sell the Preferred Conversion Shares, the Note Conversion Shares and the Additional Common Shares will be determined by the market priceissue warrants for the shares atpurchase of common stock, preferred stock or debt securities.  We may issue warrants independently or together with any offered securities.  The warrants may be attached to or separate from those offered securities.  We may issue the time of salewarrants under warrant agreements to be entered into between us and a bank or otherwisetrust company to be named in privately negotiated transactions.

There is no public trading market for the Preferred Shares, and we do not expect a public trading market to develop. We do not intend to apply for listing of the Preferred Shares on any securities exchange, quotation system or other recognized trading system. Accordingly, the prices at which the selling securityholders may sell the Preferred Shares will be determined in privately negotiated transactions. Asapplicable prospectus supplement, as warrant agent, all as described in the section of thisapplicable prospectus entitled “Plan of Distribution,” the prices at which the Preferred Sharessupplement.  The warrant agent will be sold will depend,act solely as our agent in part, on the manner and timing of such sales, but, in any event, we expect such prices likely will be derived from the market price of our common stock traded on the Nasdaq Global Market at the time of sale.

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 filedconnection with the Commission awarrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.  If we offer warrants, we will file the warrant agreement relating to the offered warrants as an exhibit to, or incorporate it by reference in, the registration statement of which this prospectus is a part,part.

The prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants.  These terms may include the following:

Exercise of Warrants

Each warrant will entitle the holder of warrants to purchase for cash the amount of common stock, preferred stock or debt securities, at the exercise price stated or determinable in the prospectus supplement for the resalewarrants.  Warrants may be exercised at any time up to the close of those shares.business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.  After the close of business on the expiration date, if applicable, unexercised warrants will become void.  Warrants may be exercised as described in the applicable prospectus supplement.  When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as possible, forward the common stock, preferred stock or debt securities that the warrant holder has purchased.  If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.

DESCRIPTION OF SUBSCRIPTION RIGHTS

We issued the Preferred Shares pursuantmay issue subscription rights 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 certainpurchase shares of our prior private placements from 2004 through 2009,common stock or preferred stock.  These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the subscription rights in open market transactionssuch offering.  In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters 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 agreementspurchasers pursuant to which the Preferred Shares wereunderwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

The applicable prospectus supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being delivered, including the following:

The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription rights certificate, which will be filed with the SEC if we offer subscription rights.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue units consisting of one or more subscription rights, warrants, debt securities, shares of preferred stock, shares of common stock or any combination of such securities issued by us or as a result of the ownership of our common stock.by third parties.  The applicable prospectus supplement will describe:

PLAN OF DISTRIBUTION

We may amend or supplementsell the securities offered by this prospectus from time to time to update the disclosures set forth herein.in one or more transactions,

The following table is based on information supplied to us by

A distribution of 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 besecurities offered for sale from time to time by this prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants 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.subscriptions.